§ 2417. ARTICLE IV. RENUNCIATION OF PARTNERSHIP. Renunciation of future profits exonerates from liability. § 2418. Effect of renunciation. § 2417. Renunciation of future profits exonerates from liability. A partner may exonerate himself from all future liability to a third person, on account of the partnership, by renouncing, in good faith, all participation in its future profits, and giving notice to such third person, and to his own copartners, that he has made such renunciation, and that, so far as may be in his power, he dissolves the part. nership and does not intend to be liable on account thereof for the future. En. March 21, 1872. Dissolution of partnership: See secs. 2449 et seq. § 2418. Effect of renunciation. After a partner has given notice of his renunciation of the partnership, he cannot claim any of its subsequent profits, and his copartners may proceed to dissolve the partnership. En. March 21, 1872. Article I. II. III. IV. V. VI. VII. § 2424. CHAPTER II. GENERAL PARTNERSHIP. What is a General Partnership, § 2424. Powers and Authority of Partners, §§ 2428-2431. Termination of Partnership, §§ 2449-2454. Of the Use of Fictitious Names, §§ 2466-2471. ARTICLE I. WHAT IS A GENERAL PARTNERSHIP. General partnership what. Every partnership that is not formed in accordance with the law concerning special or mining partnerships, and every special partnership so far only as the general partners are concerned, is a general partnership. En. March 21, 1872. Cal.Rep.Cit. 74, 419. Special partnerships: See post, secs. 2477-2510. Mining partnerships: See post, secs. 2511-2520. 2428. 2429. § 2430. 2431. ARTICLE II. POWERS AND AUTHORITY OF PARTNERS. Power of majority of partners. Authority of individual partner. What authority partner has not. Partner's acts in bad faith, when ineffectual. § 2428. Power of majority of partners. Unless otherwise expressly stipulated, the decision of the majority of the members of a general partnership binds it in the conduct of its business. En. March 21, 1872. Cal.Rep.Cit. 78, 229. Mining partnerships: Post, sec. 2520. $2429. Authority of individual partner. Every general partner is agent for the partnership in the transaction of its business, and has authority to do whatever is necessary to carry on such business in the ordinary manner, and for this purpose may bind his copartners by an agreement in writing. En. March 21, 1872. Cal.Rep.Cit. 65, 560; 71, 502; 89, 534. See sec. 2412. § 2430. What authority partner has not. A partner, as such, has not authority to do any of the following acts, unless his copartners have wholly abandoned the business to him, or are incapable of acting: 1. To make an assignment of the partnership property or any portion thereof to a creditor, or to a third person in trust for the benefit of a creditor or of all creditors; 2. To dispose of the good-will of the business; 3. To dispose of the whole of the partnership property at once, unless it consists entirely of merchandise; 4. To do any act which would make it impossible to carry on the ordinary business of the partnership; 5. To confess a judgment; 6. To submit a partnership claim to arbitration; 7. To do any other act not within the scope of the preceding section. En. March 21, 1872. Cal.Rep.Cit. 80, 321; 81, 17; 90, 87; 124, 432. Subd. 365, 560; 71, 502. 2431. Partner's acts in bad faith, when ineffectual. A partner is not bound by any act of a copartner in bad faith toward him, though within the scope of the partner's powers, except in favor of persons who have in good faith parted with value in reliance upon such act. En. March 21, 1872. Cal.Rep.Cit. 131, 7. Good faith, duty to observe: See ante, sec. 2411. 2435. § 2436. § 2437. § 2438. § 2435. ARTICLE III. MUTUAL OBLIGATIONS OF PARTNERS. Profits of individual partner. In what business partner may not engage. Must account to firm for profits. Profits of individual partner. All profits made by a general partner, in the course of any business usually carried on by the partnership, belong to the firm. En. March 21, 1872. Cal.Rep. Cit. 109, 132. § 2436. In what business partner may not engage. A general partner, who agrees to give his personal attention to the business of the partnership, may not engage in any business which gives him an interest adverse to that of the partnership, or which prevents him from giving to such business all the attention which would be advantageous to it. En. March 21, 1872. See post, sec. 2438. § 2437. In what he may engage. A partner may engage in any separate business, except as otherwise provided by the last two sections. En. March 21, 1872. § 2438. Must account to firm for profits. A general partner transacting business contrary to the provisions of this article may be required by any copartner to account to the partnership for the profits of such business. En. March 21, 1872. Cal.Rep. Cit. 109, 132. ARTICLE IV. LIABILITY OF PARTNERS. § 2442. Liability of partners to third persons. Liability for each other's acts as agents. Liability of one held out as partner. 2443. 2444. 2445. No one liable as partner unless held out as such. § 2442. Liability of partners to third persons. Every general partner is liable to third persons for all the obligations of the partnership, jointly with his copartners. En. March 21, 1872. Cal Rep.Cit. 63, 158; 69, 620; 89, 370; 89, 534. $2443. Liability for each other's acts as agents. The liability of general partners for each other's acts is defined by the title on Agency. En. March 21, 1872. Cal.Rep.Cit. 89, 534; 114, 399; 131, 7. See ante, secs. 2429, 2430. $2444. Liability of one held out as partner. Any one permitting himself to be represented as a partner, general or special, is liable, as such to third persons to whom such representation is communicated, and who, on the faith thereof, give credit to the partnership. En. March 21, 1872. Cal Rep. Cit. 122, 613; 122, 614. 2445. No one liable as partner unless held out as such. No one is liable as a partner who is not such in fact, except as provided in the last section. En. March 21, 1872.. Cal.Rep.Cit. 122, 614. $ 2449. § 2450. $ 2451. § 2452. 2453. ARTICLE V. TERMINATION OF PARTNERSHIP. Duration of partnership. Total dissolution of partnership. Partner entitled to dissolution. 2454. Notice by change of name. $ 2449. Duration of partnership. If no term is prescribed by agreement for its duration, a general partnership continues until dissolved by a partner or by operation of law. En. March 21, 1872. Dissolution of special partnership: See post, sec. 2509. § 2450. Total dissolution of partnership. A general partnership is dissolved as to all the partners: 1. By lapse of the time prescribed by agreement for its duration; 2. By the expressed will of any partner, if there is no such agreement; 3. By the death of a partner; 4. By the transfer to a person, not a partner, of the interest of any partner in the partnership property; 5. By war, or the prohibition of commercial intercourse between the country in which one partner resides and that in which another resides; or, 6. By a judgment of dissolution. En. March 21, 1872. Cal.Rep.Cit. 89, 550; 104, 305. Partner's power after dissolution of firm: See post, secs. 2458 et seq. $ 2451. Partial dissolution. A general partnership may be dissolved, as to himself only, by the expressed will of any partner, notwithstanding his agreement for its continuance, subject, however, to liability to his copartners for any damage caused to them thereby, unless the circumstances are such as entitle him to a judgment of dissolution. En. March 21, 1872. § 2452. Partner entitled to dissolution. A general partner is entitled to a judgment of dissolution: 1. When he, or another partner, becomes legally incapable of contracting; 2. When another partner fails to perform his duties under the agreement of partnership, or is guilty of serious misconduct; or, 3. When the business of the partnership can be carried on only at a permanent loss. En. March 21, 1872. § 2453. Notice of termination. The liability of a general partner for the acts of his copartners continues, even after a dissolution of the copartnership, in favor of persons who have had dealings with and given credit to the partnership during its existence, until they have had personal notice of the dissolution; and in favor of other persons until such dissolution has been advertised in a newspaper |