liable as § 1050. Any one representing himself, or permitting Person himself to be represented, as a partner,' or receiving, or vol- partner. untarily acquiring a right to receive, a share of the net profits of a partnership business, is liable to third persons as a partner. 1 1 Story on Partn., §§ 64, 65; Stearns v. Haven, 14 Vt., 2 Wood v. Vallette, 7 Ohio (N. S.), 172; Grace v. Smith, 1051, An agreement for a share in the gross receipts of a business, or for a compensation for services or the use of property, to be equal to a specified proportion of the profits, does not of itself constitute a partnership, or create the liability mentioned in the last section. 1 Story on Cont., § 207; Lindl. on Partn., 38; see Hey- * Vanderburgh v. Hall, 20 Wend., 70; Rawlinson v. 3 Heimstreet v. Howland, 5 Denio, 68. Person not partner. liable as ARTICLE V. TERMINATION OF THE PARTNERSHIP. SECTION 1052. Duration of partnership. 1053. Dissolution of partnership. 1054. Partner entitled to dissolution. of partner. § 1052. If no term is prescribed by agreement, for the Duration duration of the partnership, it continues until dissolved by ship. a partner or by operation of law. Dissolution of partnership. Partner entitled tc § 1053 The partnership is dissolved: 1. By lapse of the time prescribed by agreement, for its duration; 2. By the will of any partner, if there is no such agree ment; 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." 1 Heath v. Sansom, 4 B. & Ad., 175; Johnson v. Evans, 7 M. & G., 240; Habershon v. Blurton, 1 De G. & Sm., 121; Nerot v. Burnand, 4 Russ., 247; Marquand v. N. Y. Manufacturing Co., 17 Johns., 525. 2 Griswold v. Waddington, 16 Johns., 490; 15 id., 57. § 1054. Any partner is entitled to a judgment dissolving dissolution. the partnership, 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;2 3. When the business of the partnership can be carried on only at a permanent loss.' 'Jones v. Noy, 2 Myl. & K., 125; Leaf v. Coles, 1 De G., M. & G., 171. Harrison v. Tennant, 21 Bear., 482. 8 Jennings v. Baddelay, 3 Kay & J., 78. ARTICLE VI. OF THE USE OF FICTITIOUS NAMES. SECTION 1055. Fictitious name. 1056. Style of foreign partnership. 1057. Continuation of style of firm having foreign business rela- 1058. Certificate stating names, &c., of persons using such firm 1059. Register of such firms to be kept by county clerk. 1060. Certified copies from register and affidavits of publication to be evidence. name. 1055. No partnership or person may transact business Fictitious by a fictitious name, or in the name of a person not interested in such business,' except as prescribed in this article. 13 R. S. (5th ed.), 978; Laws 1833, ch. 281. § 1056. Commercial partnerships, established and transacting business in places without the United States, may use their partnership names or firms in this State.1 13 R. S. (5th ed.), 978; Laws 1849, ch. 347. What does § 1057. The name of a partnership which has had business relations with places without the United States may be continued in use by the persons succeeding to its business, and by their successors, upon compliance with the provisions of this article, and with the consent of the persons, if living, whose names are used.' 13 R. S. (5th ed.), 66; Laws 1854, ch. 400. The words Style of partnership foreign Continuaof firm havbusiness tion of style ing foreign relations. § 1058. On every change of the persons continuing such use of a partnership name, the person acquiring the right to use it must sign and acknowledge before a proper officer for that purpose, a certificate stating the name of each person dealing under such name, and his place of residence, and must file the same with the clerk of the county in which their principal place of business is situated, and must publish such certificate, or a statement containing the substance thereof, once in each week, for four succes Register of such firms to be kept by county clerks. Certified copies from affidavit of sive weeks, beginning within one week after his first using such name, in the state paper, and in a newspaper printed in the town in which such principal place of business is situated, or, if no newspaper is printed in such town, in one printed in the county town of the county.1 13 R. S. (5th ed.), 67; Laws 1854, ch. 400. § 1059. The county clerk must keep a register of such names, entering in alphabetical order the name of every such partnership, and of each partner therein. § 1060. Copies of the entries of the county clerk as register and herein directed, when certified by him, and affidavits of publication publication as herein directed, made by the printer, pubdence. lisher or chief clerk of a newspaper, are presumptive to be evi evidence of the facts therein contained.1 13 R. S. (5th ed.), 67; Laws 1854, ch. 400. CHAPTER III. OF SPECIAL PARTNERSHIP. ARTICLE I. Formation of the partnership. II. Powers, rights and duties of the partners. III. Liability of partners. IV. Alteration and dissolution of the partnership. ARTICLE I. When allowed. FORMATION OF THE PARTNERSHIP. SECTION 1061. When allowed. 1062. How formed. 1063. Certificate of special partnership, contents of. 1064. Proof of certificate. 1065. Certificate to be filed and recorded. 1066. Affidavit of actual payment of capital by special partners to be filed. 1067. Special partnership, when formed. 1068. Publication of certificate. 1069. Affidavit of publication. 1070. Effect of omission or informality of publication. 1071. Renewal of special partnership to be certified and published. § 1061. Special partnerships, for the transaction of any business except banking or insurance, may be formed by two or more persons in the manner and with the effect The words "mercantile, mechanical, or manufacturing," 2 The words "within this state" omitted. 1 R. S., 764, § 1. tion of. § 1062. A special partnership may consist of one or more Constitu persons, called general partners, and one or more persons called special partners. § 1063. Persons desirous of forming a special partnership must severally sign a certificate, stating: 1. The name under which such partnership is to be conducted; 2. The general nature of the business intended to be transacted; 3. The names of all the partners, and their residences, specifying which are general, and which are special partners; 4. The amount of capital which each special partner has contributed to the common stock; 5. The periods at which such partnership will begin and end. Certificate of special partnership contents of. certificate. § 1064. Such certificate must be acknowledged or proved, Proof of as to the several persons signing the same, in the same manner as a transfer of real property. 1 R. S., 764; Laws 1837, ch. 129. in to be filed and recorded. § 1065. Such certificate, when duly acknowledged and Certificate certified, must be filed with the clerk of the county which the partnership is to have its principal place of business, and must be recorded by him at large, in a book kept for that purpose, open to public inspection. A transcript of the same, duly certified by such clerk under his official seal, must be filed and recorded in like manner in the office of the clerk of every county in which such partnership has a place of business. 1 R. S., 764, 765. § 1066. An affidavit of one or more of the general or special partners, stating that the sums specified in the certificate as having been contributed by each of the special Affidavit of ment of actual pay capital by special |