Page:Harvard Law Review Volume 8.djvu/323

Rh so their agency for A as one of the principals carrying on No. 2 is not executed by their making a similar conveyance that substitutes D for A as a principal in carrying on that farm. In each case, the expulsion of A from the position of principal by his agents would be the opposite of what he authorized them to do.

The law does not require B and C to remain in the firm beyond the time stipulated in their agreement. Any member of an ordinary partnership, the duration of which is indefinite, may dissolve it at any moment he pleases, and it will then be deemed to continue only so far as may be necessary for the purpose of winding up its affairs. Even if its duration is defined, circumstances may arise giving a partner a rigrht to have it dissolved before the expiration of the time for which it was originally agreed to last. A cause of its dissolution may be furnished by the misconduct or insanity of one of its members, the hopeless state of its business, or any circumstance by which its continuance, or the attainment of its object, is rendered practically impossible. For the purpose of paying debts, or avoiding bankruptcy, it may become necessary that the partnership business of A, B and C should be terminated, and their farm sold by them or a receiver; but a sale of it to D, or a lease of it to him for ninety-nine years, cannot be necessary for the purpose of enabling the firm to carry it on as owners and principals under their partnership agreement. They may not be able to go on under that agreement without mortgaging the farm: the mortgage may be foreclosed; and a mortgage made indefeasible by strict foreclosure is an absolute deed. But the possible necessity of a mortgage for prolonging their business does not show that their power of carrying it on is exercised by an unnecessary deed or lease that instantly brings it to an end.

Their performance of their general contract for cultivation and management involves a frequent choice of methods. A great number of details, large and small, constantly await their determination. It is improbable that the partners will agree on all of them; and a requirement of unanimity might obstruct their operations, and even defeat the object for which the partnership was formed. There is, therefore, a reasonable inference of their intention that a minority, by mere dissent without dissolution, shall not control, impede or prevent the performance of their contract,