by the firm name would therefore usually be a nullity as a conveyance (though it might often operate as a contract to convey). This was especially true where the firm name was a purely artificial one; though where the firm name contained the individual name of one or more of the partners the courts were quite ready to seize upon that fact in order to save the conveyance, and would hold that the legal title vested in the partner or partners whose names so appeared, and such partner or partners would then hold the legal title in trust for the firm.5

§ 154. -But the equitable title is in the firm.-But though, according to the earlier view, the firm as such cannot, in the firm name, hold the legal title to real estate, the equitable title to firm realty is in the firm, and equity will ordinarily regard and protect the land as partnership property. For this purpose, the person or persons holding the legal title, whether one partner or all, will be regarded as holding in trust for the firm.6

As will be seen in a later section, however, this will not be true as against bona fide purchasers for value who, without notice of the trust, have purchased from the record owner of the legal title; and in a few States, notably in Pennsylvania," the rights of creditors of the one appearing upon the public records as the owner will not be subordinated to the rights of firm creditors.

§ 155. Modern rule more liberal-Uniform Partnership Act. -Since names are in any case only labels by which to identify the persons whom they represent, and since, even in the case of natural persons, the name may not always sufficiently identify the person and parol evidence is necessary to complete the identification-as where a deed of land is made in the name of a grantee whose name is the same as that of other persons in the same community-it would be only the application of the same theory-perhaps slightly extended-to hold that a deed of lands might be made to a partnership in the firm name, and that parol evidence might be resorted to, when necessary, to identify the persons represented by the name and in whom the title would

6 See Riddle v. Whitehill (1889), 135 U. S. 621, 10 Sup. Ct. 924, 34 L. ed. 282; Paige v. Paige (1887), 71 Iowa, 318, 32 N. W. 360, 60 Am. R. 799; Harris v. Harris (1891), 153 Mass. 439, 26 N. E. 1117; Hatchett v. Blanton (1882), 72 Ala. 423; Shanks v. Klein (1881), 104 U. S. 18, Mechem's Cas. 211, Gilm. Cas. 269.

In Paige v. Paige, supra, it is held that the title may be held in

trust for the firm although the legal title is vested in all of the partners in the same manner and proportion as though they were tenants in com

mon.

7 See Kepler v. Erie Dime Savings Co. (1882), 101 Pa. 602. See, also, in Maryland, National Union Bank VS. National Mechanics' Bank (1894), 80 Md. 371, 30 Atl. 913, 45 Am. St. R. 350, 27 L. R. A. 476, Mechem's Cas. 204.

vest. This is, of course, constantly done already in the case of ordinary partnership contracts, bills, notes, warehouse receipts, bills of lading, and the like. As has already been stated, this doctrine has also been applied in the case not only of chattel mortgages but of mortgages upon land as well. There is also a growing body of authority that it may be done in the case of deeds of land to a partnership by the firm name; and it is believed that no court, not constrained by its own earlier decisions, would now hold such a deed to be void as a conveyance even though the name did not contain the personal name of any one of the partners.10

The Uniform Partnership Act adopts this view fully, and provides that "Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name." 11 Further, "A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears." 12

8 See Hendren v. Wing (1895), 60 Ark. 561, 31 S. W. 149, 46 Am. St. R. 218, Mechem's Cas. 797, Burd. Cas. 161.

9 See Menage v. Burke (1890), 43 Minn. 211, 45 N. W. 155, 19 Am. St. R. 235; Woodward v. McAdam (1894), 101 Cal. 438, 35 Pac. 1016, Mechem's Cas. 799, Burd. Cas. 163; Morse v. Carpenter (1847), 19 Vt. 613.

10 See Byam v. Bickford (1885), 140 Mass. 31, 2 N. E. 687 (deed to unincorporated association by artificial name good); same, arguendo. Kelley v. Bourne (1887), 15 Oreg. 476, 16 Pac. 40; Maugham v. Sharpe (1864), 17 Com. Bench (N. S.) 443, Burd Cas. 160.

In Wray v. Wray [1905], 2 Ch. 349, following Maugham v. Sharp, a deed to "William Wray" which

was the firm name of four partners, was held to vest title in the part

ners.

More numerous are the cases in which the firm name included some of the individual names of the partners. See Walker v. Miller (1905), 139 N. Car. 448, 52 S. E. 125, 1 L. R. A. (N. S.) 157, 4 Ann. Cas. 601, 111 Am. St. R. 805 (where all of the partners whose names appeared in the firm name were dead but the family continued the business); Murray V. Blackledge (1874), 71 N. Car. 492; Blanchard v. Floyd (1890), 93 Ala. 53, 9 So. 418; Kentucky Block Coal Co. v. Sewell (1918), - C. C. A. - 249 Fed. 840.

11 Sec. 8(3).
12 Sec. 8(4).

§ 156. When land is partnership property.-Granting that the form of the conveyance is such that the land might be partnership property, the question whether land actually held in the name of one partner or of all is partnership property or not, where there is no unequivocal evidence of the intention, is one of much importance and frequently of great difficulty. The question may be raised either by the partners themselves, or by the heirs or widow of a deceased partner, or by the separate creditors of the partner in whose name the legal title may be vested, claiming priority over the firm creditors.

In dealing with this question a number of considerations are important, but perhaps the most important initial consideration is the inquiry whether the land was acquired before or after the formation of the partnership.

§ 157. Same subject-Land acquired during the partnership. -If the land was acquired after the formation of the partnership the question of whose funds were used in its purchase will become material. If the land was bought with the private and not partnership funds of the partners, this would ordinarily seem to suggest that the land was to be the private and not partnership property of the partners, 18 unless there was something to indicate that the amount of the purchase money was to be regarded as a loan or advance by the partners to the firm,14 or that its capital was to be thereby increased, or the scope of its business extended, and the like. A purchase on individual account would be consistent with an intention or agreement to thereafter sell or lease the land to the partnership or to permit it to use the land upon terms which had been or might be mutually agreed upon.

If the land was purchased with partnership funds, this would ordinarily seem to point to ownership by the firm; 15 but it might

18 See Wilhite v. Boulware (1889), 88 Ky. 169, 11 Ky. L. R. 59, 10 S. W. 629.

14 See Jones v. Beckman (1900), 47 Atl. 71 (N. J.).

15 This is commonly put upon the ground that where one man pays for

land but the legal title is taken in the name of another, a trust will ordinarily arise in behalf of him who paid the price.

This rule has in some States been changed by statute, e. g. in Michigan; nevertheless substantially sim

nevertheless appear that firm funds had been appropriated to individual uses with intent to make a purchase or investment on individual account.16 Such an appropriation of firm funds might be in a sense wrongful, as where it depleted the fund to which firm creditors had a right to look for the satisfaction of their claims; or it might be entirely unobjectionable, as where the firm had undivided profits to which the partners were then entitled and which by agreement they distributed in this way without the formality of first paying them over to the several partners who would then use them to make an individual purchase.17

The form and purport of the conveyance may throw some light upon the question. Does the deed state whether the land is to be firm or individual property? Are the proportions in which the title vests the same as or different from those which the ratio of the partners' interests would suggest for a partnership purpose? and the like.

§ 158. The chief criterion by which the question is to be determined, it was declared in a leading case, is the intention of the partners. "That intention," said the court,18 "may be expressed in the deed conveying the land, or in the articles of partnership; but when it is not so expressed, the circumstances usually relied upon to determine the question are the ownership

ilar results are there arrived at. See Way v. Stebbins (1882), 47 Mich. 296, 11 N. W. 166.

It need not actually be used in the firm's business to be firm property when bought with firm funds. It may be a firm investment: Foster v. Sargent (1903), 72 N. H. 170, 55 Atl. 423.

The Uniform Partnership Act provides that "unless the contrary intention appears, property acquired with partnership funds is partnership property.' Sec. 8(2).

16 See Frey v. Eisenhardt (1898), 116 Mich. 160, 74 N. W. 501 (where money was withdrawn from a sol

vent firm to buy each of the two partners a home); Chandler v. Jessup (1892), 132 Ind. 351, 31 N. E. 1109 (where money was withdrawn from the firm's assets by mutual consent to make individual purchase); City of Providence v. Bullock (1884), 14 R. I. 353 (where land, though purchased with partnership funds, was treated and carried as individual property).

17 See cases cited in preceding note.

18 Robinson Bank V. Miller (1894), 153 Ill. 244, 38 N. E. 1078, 46 Am. St. R. 883, 27 L. R. A. 449, Mechem's Cas, 195, Burd. Cas. 165.