description which determines lines with precision. In such cases these walls and fences, as natural boundaries, fix the lines.

In cities also, even where a tract has been divided into lots and plats filed, the fences which determine lines of occupation or "adverse possession" for the requisite time, are equally the boundaries, by prescription.

Lines of Streets and Highways. The lines of streets and highways as shown by fences or buildings or other natural boundaries, also fix the street lines in the absence of formal previous determination of such lines by the proper town, city, or county authorities, provided they have existed for the necessary period of time. Touching this, however, there often is statute, or ordinance, or other legislative authority, and the surveyor should make himself familiar with any such legislation.

Authority of Municipal Engineers and Surveyors. It should be clearly understood that the official character possessed by a City Engineer or Surveyor or a similar town or county officer, does not commonly give him greater authority to determine lines than is possessed by other competent surveyors. Boundaries are fixed by the rules of Common Law or by statute, and the surveyor can do no more than give expression to these.

Vested Rights. A new street line, fixed by a City Council under its proper powers, may change the line of a street, but if lands of abuttors are taken beyond the fence lines fixing boundaries by prescription, such lands must be paid for; no official action may do away with vested rights.

Evidence of Boundaries by Prescription. Ordinarily the survey shows the lines of fences as existing, and the period for which they have so existed is a matter of fact, depending on evidence. The information given the surveyor may in some cases be incorrect, and may be overcome in case a suit at law should follow. A surveyor may sometimes have old field notes which as evidence would be substantially conclusive. In the absence of this, he should retain memoranda as to the information given him, as this may afterwards be important if available, in case his survey should be disputed.

Securing Stability of Surveys. It is desirable from the standpoint of public policy, looking to certainty and stability, that surveys made by one surveyor should be accepted by later surveyors unless clearly incorrect. In case of dispute, a line may often be satisfactorily settled by conference between surveyors representing conflicting interests. The standing of engineering in a community will properly be advanced by such harmonious action between surveyors. Furthermore, in very many cases the interests of the surveyor's client will be better served by a reasonable adjustment than by an expensive lawsuit.

Descriptions. The engineer or surveyor often is called upon to describe lands for a deed. He should make sure that his descriptions are clear

and that all ambiguity is avoided. If the deed is to convey all the land between two owners, as in case of the right of way for a railroad, it is best to so state, further describing in such manner as will best make the lands certain, and follow with the acreage as near as may be." On one rail

road the description for right of way reads in effect:

"fifty feet on each side of the center line of the National Public Railroad as located and constructed, between the lands of Thomas Jenkins on the North, and Ezra Perkins on the South; the same extending from station 102 + 63.2 to 110 + 27.9 and containing one and seventy-six hundredths acres as near as may be.”

The apparent intent is to convey all the lands necessary to the railroad lying between Jenkins' and Perkins' lands; the stations mark the general locality and the acreage shows the amount of land.

CHAPTER VII

CORPORATIONS

Business Associations. In conducting business, associations of persons are not always corporations. Partnerships for such purposes existed before corporations seemed necessary and a consideration of partnership is desirable before considering corporations.

PARTNERSHIP

Definition. When two or more competent parties unite their resources and interests, by agreement with each other to carry on some common legal business and to share in the profits or losses, the relation of partnership results. It is not necessary that all of the resources and interests of a partner shall be engaged in the partnership. A contract is essential, and the intent to form a partnership governs, at least between the partners. Where a corporation is formed in accordance with statutory provisions, the association is not that of partnership.

Agreement. The agreement should be in writing and clearly define the terms of the partnership. The mutual agreements constitute the considerations which are necessary to any contract. The partners need not either contribute equally or share equally in the profits or losses. One member may contribute money or other property, another may contribute only experience. The services rendered may require the entire time of one partner and a portion only of another's. The profits may be divided in any proportion agreed upon. In some partnerships, each member may be allotted a salary, not necessarily equal, and the profits may be divided in proportion to the capital contributed by each. The partnership contract should clearly define all such matters, as well as provide for winding up the partnership affairs in case of dissolution either through death or other contingency. It is worth while to employ a lawyer to pass upon any partnership agreement or perhaps to prepare it.

Property. Partnership property is that agreed to be devoted to partnership purposes. It ordinarily includes: 1. The capital contributed

by the partners. 2. Property otherwise acquired in partnership transactions. 3. Good-will.

Capital is not necessarily in money. It may be in any form of property. Real property, however, may not be acquired in the firm name. The legal title may be held by the individuals comprising the firm. Either real or personal property may, by agreement, be vested in a member of the firm for the benefit of the partnership, provided this be not to the disadvantage of third parties; the firm must be solvent at the time.

Good-Will. Good-will is substantially the capitalized value of the habit or inclination of customers and their acquaintances to deal with a going concern. The advantages of location, the necessity to use certain qualities of goods, and many other elements enter into it. A monopoly of product, or peculiar opportunity, may underlie this good-will. While it is intangible and cannot well be sold separately, in selling partnership property, or in adjusting values in dissolving a firm, considerable value may properly be assigned to it. The reputation gained under a firm name may be a part or even the whole of good-will.

Firm Name. The agreement should state the name or title under which the partnership or "firm" shall be carried on. It may be under any name desired provided this does not interfere with the rights of others acquired by the use of the same name or another practically the same. There are sometimes statutory provisions regulating this. Partnership contracts and transactions should be in the firm name. A suit at law, however, will be in the name of the members.

Partners, Principals and Agents. Partners are both principals and agents. Each partner is responsible as principal for all liabilities of the partnership. Each partner is also the agent of the others in partnership dealings; admissions or representations of one member bind the firm. The act of one partner clearly outside the firm's sphere is not binding on the firm, but may be ratified by the other members. In a trading or commercial partnership one partner may purchase and sell goods, receive payment and give receipt, and may compound claims. He may insure firm property, and engage servants and agents. He may draw checks or indorse them in the course of business, or take any necessary action with relation to negotiable instruments. For all business transactions either partner signs the firm name.

Fiduciary Character. - Partners in a firm stand in a fiduciary relation to each other. No one of them may make private gains at the expense of the others on matters in any way related to the business. No partner may receive special compensation except as agreed. It is customary for members to draw upon firm funds from time to time in place of salary, for household or other expenses; to provide for unequal drawing, the

contract should cover interest on advances or on undivided profits. If a member contributes real estate to the partnership property he retains the legal title and holds it as trustee. In a similar way on the death of a partner, the other members hold the firm property in trust until all the property is sold or satisfactorily apportioned. Capital should not be increased or diminished except by agreement. Some firms allow members to leave their profits to draw interest or a share of the profits; others prohibit this, partly because a large accumulation of this sort may become a serious matter to handle in case of the death of such a member. Proper accounts should be kept to which all partners should have free access. In firm meetings the majority rules, but the acts of this majority must be in good faith.

Liability to Third Persons. One of the most important points in the law touching partnerships is that each partner is liable to third persons to the full amount of all debts of the firm. He is liable not merely to the amount he has invested in the partnership, but to the extent of his entire financial ability. Another member of the firm who has contracted the debt has done so as agent of all the others, each of whom is fully bound. The creditor is not restricted primarily to firm property; he may pursue his remedy against an individual member and may reach his personal property. The firm member may, however, recoup himself by proper action in Equity against his partners if they own anything. The firm is liable for the torts of a member while acting as agent of the firm.

Limited Partnerships. The statutes of some States allow "limited " partnerships, in which at least one member must be a general partner and have general liability while the liability of others is limited to the amounts they have paid into the business. Notice, by filing the partnership agreement, is commonly required as suitable protection to third parties as well as to the limited partner. Similarly there are sometimes special partners, unknown, dormant, secret partners, whose connection with the firm is quite unknown to outsiders and who assume no liability. To the contrary, any ostensible partner who has the appearance of a firm member will be held liable to third parties whether he has exercised any voice in management or not.

Private Debts. The private debts of a member are not a liability of the firm; the most a creditor can do is to reach the interest of such member in the firm. Partnership property must be devoted first to the payment of firm debts, and creditors of the firm will take precedence as to this over creditors of individual partners.

Dissolution. Dissolution of a partnership may come about through agreement, the death of a partner, or the decree of a court. The winding up of the partnership may be provided for by statute. It may be effected