Here, of course, as in other cases, one partner could not properly complain where the failure to keep the account was as much his own fault as that of his copartner.19 Equally, also, would the duty of one partner be increased where he was the managing partner.20 Formal and expert bookkeeping is not ordinarily expected of a partner, but an honest, full and intelligible account of his transactions is not too much to expect. Upon the general subject the Uniform Partnership Act provides: "The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them." 21 § 176. Duty to consult with each other.-As will be seen in the following section, every partner has presumptively an equal right and an equal voice in the conduct of the partnership affairs. This does not mean, of course, that all of the partners must participate in every transaction, or even that all must consult together before any one of them may do any act in the usual and ordinary conduct of the business. The very creation of the partnership results in a general agency in each partner for the ordinary course of the business and until revoked. But with reference to unusual and unexpected matters that can not fairly be regarded as covered by the original or general agreements, the case is different. Trifling and insignificant acts, though unusual, may be easily disposed of, but in every important exigency in the partnership affairs, where one partner is about to act, he should consult with his partners unless the circumstances are such as to prevent or excuse him from so doing. So, also, should he, in any case in which it may reasonably be supposed that the other partner had special information which should be taken into account before the act was done. Thus, 19 Where a bookkeeper is employed by the firm, his errors are not to be charged to one partner unless he was in some way responsible for them. Folsom v. Marlette (1897), 23 Nev. 459, 49 Pac. 39, Burd. Cas. 570. 20 See McAlpine v. Millen (1908), 104 Minn. 289, 116 N. W. 583; Gay v. Householder (1912), 71 W. Va. 277, 76 S. E. 450, Ann. Cas. 1914 C, 297; Benedetto v. DiBacco (1919), - W. Va., 99 S. E. 170. 21 Sec. 19. where one partner, without consulting his copartner-whose knowledge of the subject because he had originally handled the transaction would have rendered the purchase unnecessarybought in for a large sum an apparent but really unfounded claim against the firm real estate, it was held that his act was gross negligence and that he could not require his copartner to contribute to the expense of the purchase.22 § 177. Right of each partner to share in management, knowledge and control of the business.-Unless they have agreed otherwise, it is the right of each partner to take an equal part in the transaction of the firm's business. Each has an equal right to information about its business and projects, to have free access to its books and accounts, and to participate generally in the conduct of its affairs.23 "Although one may have an interest only in the profits and not in the capital," said the court in one case,24 his right to participation is the same because "his rights are involved in the proper conduct of the affairs of the firm, so that profits may be made." Upon these subjects, the Uniform Partnership Act provides: "Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability." 25 "All partners have equal rights in the management and conduct of the partnership business."' 26 The right of a partner to a voice in the management of the business does not usually take the form of a right to vote, but it is that in substance, and, in the case of large partnerships managed by elected agents, it would usually take that form. §178. Right of partner to extra compensation. In the absence of special agreement, a partner is not entitled to com 22 Yorks V. Tozer (1894), 59 Minn. 78, 60 N. W. 846, 28 L. R. A. 86, 50 Am. St. R. 395, Mechem's Cas. 278, Gilm. Cas. 440. 23 Katz v. Brewington (1889), 71 Md. 79, 20 Atl. 139, Mechem's Cas. 929, Gilm. Cas. 433; Harris v. Har ris (1901), 132 Ala. 208, 31 So. 355; Einstein v. Schnebly (1898), 89 Fed. 540; Hartman V. Woehr (1867), 18 N. J. Eq. 383. 24 Katz v. Brewington, supra. 25 Sec. 20. 26 Sec. 18, subd. e. pensation for his services for the partnership, but must be content with his share of the profits, if any.27 It makes no difference that his services are more valuable than those of any other partner, or that he performs a greater portion of the duties than any other.28 Nor does the fact that one partner is disabled by sicknesss from rendering any service give another partner, who performs it all, a claim for compensation, for such sickness is one of the risks incident to the relation.29 Even where one partner, after dissolution by death or otherwise, winds up the business of the firm, he is not ordinarily entitled to extra compensation out of the proceeds; 80 though he has, under various circumstances, been held to be entitled to it where, after dissolution by death, he carries on the business successfully with the consent of those interested, until it could be wound up." 27 Lindsey v. Stranahan (1889), 129 Pa. 635, 18 Atl. 524, Mechem's Cas. 279, Gilm. Cas. 435; Major v. Todd (1890), 84 Mich. 85, 47 N. W. 841; Godfrey v. White (1880), 43 Mich. 171, 5 N. W. 243; Hyre v. Lambert (1892), 37 W. Va. 26, 16 S. E. 446; Ligare v. Peacock (1884), 109 Ill. 94; Redfield v. Gleason (1888), 61 Vt. 220, 17 Atl. 1075, 15 Am. St. R. 889; Cameron v. Francisco (1875), 26 Ohio St. 190; Ruggles v. Buckley (1910), 99 C. C. A. 73, 175 Fed. 57, 27 L. R. A. (N. S.) 541, 20 Ann. Cas. 1057; Wisner v. Field (1902), 11 N. Dak. 257, 91 N. W. 67; Caldwell v. Leiber (1839), 7 Paige (N. Y.) Ch. 483; Consaul V. Cummings (1911), 222 U. S. 262, 32 Sup. Ct. 83. But see Mattingly v. Stone (1896), 35 S. W. (Ky.) 921, 18 Ky. L. R. 187, Burd. Cas. 516. Where there was a promise to pay it, an action at law may be maintained for its recovery: Paine v. Thacher (1841), 25 Wend. (N. Y.) 450. Mech. Part.-11 28 See Burgess v. Badger (1888), 124 Ill. 288, 14 N. E. 850; Williams v. Pederson (1907), 47 Wash. 472, 92 Pac. 287, 17 L. R. A. (N. S.) 384 and Note. 29 See Heath v. Waters (1879), 40 Mich. 457. 30 See Barry v. Jones (1872), 58 Tenn. (11 Heisk.) 206, 27 Am. Rep. 742 (surviving partner); Maynard v. Richards (1897), 166 Ill. 466, 46 N. E. 1138, 57 Am. St. R. 145 (surviving partner); Smith V. Knight (1893), 88 Iowa 257, 55 N. W. 189 (surviving partner); Consaul v. Cummings (1911), 222 U. S. 262, 32 Sup. Ct. 83 (surviving partner); In re Aldridge [1894], 2 Ch. 97 (surviving partner who had made no profits). 161 31 See Robinson V. Simmons (1888), 146 Mass. 167, 15 N. E. 558, 4 Am. St. R. 299; Zell's Appeal (1889), 126 Pa. 329, 17 Atl. 647; Condon V. Callahan (1905), 115 Tenn. 285, 89 S. W. 400, 112 Am. St. R. 833, 1 L. R. A. (N. S.) 643; Maynard v. Richards (1897), 166 If one partner is thus ordinarily not entitled to extra compensation for his services, it is all the more clear that he will not be so entitled where he has wrongfully excluded his partner from participation in the business.32 The Uniform Partnership Act reaffirms the general rule, though, contrary to what is believed to be the weight of authority, it gives compensation to the surviving partner.33 § 179. Same subject-May be agreement to pay it. But there may be an agreement to pay a partner for his services as such, and this agreement may be express or implied. "Where it can be fairly and justly implied," said the court in one case,8 "from the course of dealing between the partners, or from circumstances of equivalent force, that one partner is to be compensated for his services, his claim will be sustained." It has been so implied, for example, where one partner gave his whole time to strangers for a salary which he retained, or devoted his entire time and energy to his own separate business, leaving the claimant partner to manage the firm business alone.3 It Ill. 466, 46 N. E. 1138, 57 Am. St. 32 Hannaman v. Karrick (1893), 9 Utah 236, 33 Pac. 1039. 33 Sec. 18, subd. f. "No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his services in winding up the partnership affairs." 34 Emerson v. Durand (1885), 64 Wis. 111, 24 N. W. 129, 54 Am. Rep. 593. 35 Emerson V. Durand, supra; Morris v. Griffin (1891), 83 Iowa 327, 49 N. W. 846; Levi v. Karrick (1862), 13 Iowa 344; Mondamin Bank v. Burke (1914), 165 Iowa 35 711, 147 N. W. 148; Maynard v. Maynard (1917), 147 Ga. 178, 93 S. E. 289; Rains v. Weiler (1917), 101 Kan. 294, 166 Pac. 235, L. R. A. 1917 F, 571. See, also, Askew v. Springer (1884), 111 Ill. 662; Weeks v. McClintock (1887), 50 Ark. 193, 6 S. W. 734; Lassiter v. Jackman (1882), 88 Ind. 118. In Mondamin Bank v. Burke, supra, the court, while recognizing the general rule, said "where one partner has had full charge of the partnership business, attending to practically all its affairs while the other partners have tacitly or expressly acquiesced therein and devoted their own time and energies wholly to their personal affairs, an agreement to compensate the active partner will be much more readily implied than where all the partners has been implied from the acquiescence and course of dealing of the partners.36 "Unusual conditions" or "exceptional circumstances," it is said, may justify it.37 Where one partner is expressly to be paid in consideration of extra services, he will not be entitled to pay if such services are not rendered, even though he was disabled by illness.38 Where one partner carries on the business under such circumstances that he would not otherwise be entitled to extra compensation, it has been held that he cannot establish a right to it, by acquiescence, by crediting it to himself on the firm books, if the other partner knew nothing of that fact and for that reason did not object.39 § 180. Liability of partner for not performing agreed service. -Even though, as has just been seen, one partner may not be entitled to extra compensation where he performs more than his pro rata share of the work, still if a partner undertakes to perform some particular service or line of service for the firm and without justification fails to do so, making it necessary to employ some other person to perform the agreed service or otherwise causing direct loss to the firm, the amount of such expense or loss may properly be chargeable against the defaulting partner on a partnership accounting.40 Whether an action at law are also giving some degree of active attention to the promotion of the common interest.'' But in Lindsey v. Stranahan (1889), 129 Pa. 635, 18 Atl. 524, Mechem's Cas. 279, extra compensation was denied to one partner who did all the work. 36 Winchester v. Glazier (1890), 152 Mass. 316, 25 N. E. 728, 9 L. R. A. 424; Rains v. Weiler, supra. As to validity of subsequent promise to pay in consideration of past extra services, see Gray v. Hamil (1889), 82 Ga. 375, 10 S. E. 205, 6 L. R. A. 72 (applying the Georgia Code). 37 See Hoag v. Alderman (1903), 184 Mass. 217, 68 N. E. 199; Maynard v. Maynard (1917), 147 Ga. 178, 93 S. E. 289. 38 See Kinney v. Maher (1892), 156 Mass. 252, 30 N. E. 818. 39 Lindsey v. Stranahan, supra. 40 See Marsh's Appeal (1871), 69 Pa. 30, 8 Am. R. 206; Hart v. Myers (1891), 59 Hun (N. Y.) 420, 13 N. Y. S. 388; Stegman v. Berryhill (1880), 72 Mo. 307; Miller v. Freeman (1900), 111 Ga. 654, 36 S. E. 961, 51 L. R. A. 504, Mechem's Cas. 894; Lay v. Emery (1899), 8 N. Dak. 515, 79 N. W. 1053. Inability from sickness to render |