selves. If a man, therefore, allows himself to be published to the world as a member of a particular firm; if he permits his name to appear in the partnership name or to be used in the business; if he suffers it to be exhibited to the public over a shopwindow; or to be written or printed in invoices or bills of parcels or prospectuses; or to be published in advertisements, as the name of a member of the firm, he is an ostensible partner and is chargeable as a partner, although he is not in point of fact a partner in the concern, and has no share or interest in the profits of the business. But if a man's name is used without his knowledge and consent, and he is represented by others to be a partner without his authority or permission, he cannot, of course, be made responsible as a partner, upon the strength of such false and fraudulent representation.

An incoming partner, cannot be made responsible for the non-performance of contracts entered into by the firm before he became an actual or reputed member of it.

Dormant and secret partners may release themselves from all further liability by a simple relinquishment of their share in the profit and loss of the business; but, if they are not strictly secret as well as dormant partners, notice of the termination of their connection with the co-partnership must be given. A general notice is sufficient as to all but actual customers: these must have some kind of actual notice.

If no time has been limited for the dissolution of a general trading partnership, it is a partnership at

will, and may be dissolved at any time at the pleasure of any one or more of the partners. If the partnership was established by deed, the renunciation and disclaimer of it by the party who withdraws from the firm ought to be made by deed. But if the partnership was contracted without deed, or, as it is technically called, by parol, it may be renounced in the same manner. If the partners have agreed that the partnership shall continue for a definite period, it cannot be dissolved before the expiration of the term limited, except on the mutual consent of all the parties, or by the outlawry, felony or death of any one or more of them, or by the decree of a Court of Equity. If a partnership for a definite term has been created by deed, the mutual agreement of the parties to dissolve it, must be by deed also. The partnership is dissolved by the death or insolvency of one of the partners; or by an assignment by any partner of his share and interest in the business. A dissolution by one partner is a dissolution as to all.

An executor, administrator or personal representative, continuing in the business after the death of a partner, is personally responsible as partner for all debts contracted.

Immediately after a dissolution, a notice of the same should be published in the public papers, for general information, and a special notice sent to every person who has had dealings with the firm. If these precautions be not taken, each partner will still continue liable for the acts of the others to all persons who have had no notice of the dissolution.

Under the "Act respecting Limited Partnerships," Con. Stat. Can., c. 60, limited partnerships for the transaction of any mercantile, mechanical, or manufacturing business within the Province of Canada may be formed by two or more persons, upon certain terms and conditions; but the provisions of the act are not to be construed to authorize any partnership for the purpose of banking or insurance.

Such partnerships are to consist of one or more persons, called "general partners," and of one or more persons who contribute, in actual cash payments, a specific sum as capital to the common stock, and who are styled "special partners." General partners are jointly and severally responsible for all debts and engagements of the partnership, in the same manner as ordinary partners in any trade or business; but special partners are not liable for any debts beyond the amounts contributed by them to the capital. All business is to be transacted by the general partners alone; and they only are authorized to sign for and bind the partnership.

Persons desirous of forming a limited partnership must make and sign a certificate which is to con tain: firstly, the name or firm under which the partnership is be conducted; secondly, the general nature of the business intended to be transacted ; thirdly, the names of all the general and special partners interested therein; distinguishing which are general and which are special partners, and their usual places of residence; fourthly, the amount of capital stock which each special partner has contributed; fifthly, the period at which the

partnership is to commence, and the period at which it will terminate.

The certificate is to be in the form given in the act, and which will be found hereafter, and must be signed by the several persons forming such partnership, before a notary public, who will duly certify the same. The certificate so signed and certified must, in Ontario, be filed in the office of the clerk of the County Court of the county in which the principal place of business of partnership is situate, and in Quebec, in the office of the Prothonotary of the district and of the Registrar of the county, and is to be recorded by him at large in a book kept for the purpose and open to public inspection.

No partnership will be deemed to have been formed until such certificate has been made, certified, filed and recorded; and if any false statement be made in such certificate, all the persons interested in the partnership will be liable for all the engagements thereof as general partners.

If it is desired to renew or continue the partnership beyond the time originally fixed for its duration, a new certificate must be made, certified, filed and recorded in the manner required for its original formation; and every partnership otherwise renewed or continued will be deemed a general partnership. If any alteration be made in the names of the partners, in the nature of the business, or in the capital or shares thereof, or in any other matter specified in the original certificate, it will be deemed a dissolution of the partnership; and every

partnership in any manner carried on after any such alteration has been made, will be deemed a general partnership, unless renewed as a special partnership in the way above mentioned.

The business of the partnership is to be conducted under a name or firm in which the names of the general partners, or some or one of them, only shall be used; and if the name of any special partner is used in such firm with his privity, he will be deemed a general partner.

No part of the sum which any special partner has contributed to the capital stock can be withdrawn by him, or paid or transferred to him in the shape of dividends, profits or otherwise, at any time during the continuance of the partnership; but any partner may annually receive lawful interest on the sum contributed by him, if the payment of such interest does not reduce the original amount of the capital; and if, after the payment of such interest, any profits remain to be divided, he may also receive his portion of such profits. If, however, it should afterwards appear that by the payment of any interest or profits to any special partner the original capital has been reduced, the partner receiving such interests or profits shall be bound to restore the amount necessary to make good his share of the deficient capital with interest.

Special partners are at liberty, at all times, to examine into the state and progress of the partnership concerns, and may advise as to their management; but they must not transact any business on account of the partnership, nor be employed for