Page:Federal Reporter, 1st Series, Volume 3.djvu/80

 Company, except that which was so invested in the life-time of said testator and that said will does not render the estate of the testator not already invested in said partnership liable to the payment of any debts of said partnership contracted after said testator’s death. He says that said will limits the responsibility of said testator’s estate for debts of said partnership to be contracted after his (said testator’s) death to that part of said estate already embarked in said partnership at the death of said testator, and he denies that said estate is liable to the plaintiff beyond the amount of its property and assets embarked in said copartnership. To this point the plaintiff demurs generally. Two questions are involved in the determination of this demurrer: First, by virtue of the contract of partnership and the provisions of the will, did the general estate of the testator become liable for debts contracted by the partnership after the death of the testator? Second, if it did not, did that part of the estate belonging to and arising out of other partnerships, which it is claimed the executors were authorized to continue, become liable for the debts of this partnership?

Did this liability of the general estate arise out of the terms of the agreement creating the partnership? The agreement was not for any definite number of years; there could be no question, therefore, that the death of either partner, of itself, would dissolve the partnership; but, even if it had stipulated for duration of a particular period, the death of either partner within that period would have worked its dissolution, unless expressly stipulated that it should not have that effect.

This agreement provides simply against that resuit by saying that “in the event of the death of either party to this agreement this copartnership shall not, on that account, be dissolved, but the interest of such deceased party may be continued and represented by the legal representative of said deceased party, or otherwise disposed of by them.” It does not provide that it shall be continued notwithstanding the death, but that it may be. There is no binding obligation upon the part of Patrick Rogers that this copartnership should