it illegal to carry on business in such manner as to indicate incorporation when not incorporated, and the use of the word "unincorporated" may be advisable where the name has the sound of a corporate name.

In some states the provision is made that in case a partnership name does not disclose the names of all the partners, there must be a certificate filed setting forth who the members are. Failure to comply with this statute may defeat partnership claims.22

Sec. 21. USE OF FIRM NAME. In making contracts, the firm name may be used, and the firm may buy or sell personal property in the firm name, give and take notes in such name, but in real estate transactions the names of the members or some of them should be used.

A partnership name is the name of all of the partners their assumed or fictitious, if not their real name. And the use of that name with the authority of the firm, binds all of the members although any particular member's name is not used therein.23

Example 4. The Park Grocery House, a partnership consisting of John Smith and Henry Brown, gives a note signed merely by the firm name. Assuming that the note is given with the express assent of both of them, or given by one of them in regular firm business, they are both bound thereon. A suit on the note would set forth that John Smith and Henry Brown, partners trading as the Park Grocery House, gave their promissory note under the name and style of the Park Grocery House, and thus the connection would be made.

This firm name may be used in all usual trade contracts, in buying and selling personal property, in chattel mort22. North v. Moore, 135 Cal. 621.

23. See Crawford v. Collins, 45 Barb. 269.

gages, etc.24 But it is better in any written contract of an important or unusual nature to use the name of the partners, describing them as partners trading as, etc.

In real estate transactions, the name of all the members, or of some or one of them in trust for the others ought to be used. For the title to real estate is a matter of record and must be lodged in some entity, as a natural person or a corporation. Hence deeds to, or by, a partnership ought certainly to be to, or by, them all as individuals, or to some as individuals, in trust for firm purposes.2

25

It is true that the Uniform Partnership Act makes an innovation in this regard, to that extent making the partnership an entity. It provides 26

"Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name."

And the act further recognizes this power in Sec. 10. But notwithstanding this provision it is not believed that it will be or ought to be followed as good practice, for it introduces possible questions as to what persons are partners, whether they all have consented to the transaction, etc. In other words, it would seem to involve the record.

Sec. 22. DISTINCTION BETWEEN FIRM CAPITAL AND FIRM PROPERTY. The capital of a partnership is the total amount of money represented by the agreed contribution of the members to the fund with which the concern is to transact business. The property consists in the assets of the firm which it may have from day to day.

A partnership may not be capitalized for any fixed amount, although usually, of course, there would be an 24. Hendren v. Wing, et al., 60 Ark. 561.

25. Percefull v. Platt, 36 Ark. 456,

26. Sec. 8.

agreement as to each partner's contribution. A partner may put in his services as his only contribution, and another, capital and no services. Ordinarily, however, the services which a partner renders are not put in in lieu of any capital but for the purpose of making the business pay dividends.

If property is contributed as capital there should of course be a money value placed upon it at the time in order to establish its correct ratio to the entire capital.

Sec. 23. WHAT CONSTITUTES FIRM PROPERTY. Whatever is contributed to the firm by any partner or is acquired by it becomes firm property. Use of property may be devoted to the firm rather than the property itself.

The Partnership Act provides 27

(1) All property originally brought into the partnership stock or subsequently acquired, by purchase or otherwise, on account of the partnership is partnership property.

(2) Unless the contrary intention appears, property acquired with partnership funds is partnership property. (3) Any estate in real property may be acquired by the partnership name. Title so acquired can be conveyed only in the partnership name.

(4) 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."

Sec. 24. REAL ESTATE AS FIRM PROPERTY.28 Real estate bought with the partnership funds for partnership purposes, or contributed by a member as his share, becomes 27. Sec. 8.

28. See Robinson Bank v. Miller, 153 Ill. 244, 27 L. R. A. 449 and note.

partnership property. If it is actually partnership property, it is immaterial in whose name it stands. As far as necessary for partnership purposes a Court of Equity will treat real estate as though it were personal property.

Whether the property or only the use of it belongs to the firm arises most often in respect to real estate. The fact that the partnership as such cannot hold the legal title to real estate,29 and that such title must be in the name of some member or in all the members and not in the name of the partnership, and the fact that the agreement in respect to such land is not clear, often produce confusion. If land is owned or acquired in the names of all the partners they may be merely tenants in common, devoting the use of the land to firm purposes.

If A, owning land, agrees with B to form a partnership which shall use that land, whether the land belongs to the partnership is a question of construction. The fact that there is no deed given to B does not govern.

If land is bought with partnership funds it becomes partnership property, though a deed may have been taken in the name of one partner only, saying nothing of the partnership's interest. In that case a trust results in favor of the firm.

Thus we see that land may be in the name of one partner and yet really be partnership land. On the other hand, it may be in the name of all the partners as tenants in common and yet not be partnership property.

If land really belongs to the partnership it will be treated by a court of equity as though it were personal property for the purpose of winding up the partnership, so far as it may be necessary so to treat it.

29. The Partnership Act now allows this to be done in those states in which it is in force. See Sec. 21, Supra.

Example 5. Suppose that the partnership of A, B and C has bought land with partnership funds for partnership purposes and taken title in A's name. It is nevertheless firm property and does not belong to A; neither does it belong as a whole to A, B and C as tenants in common, but it belongs to the firm of A, B and C. Should A die the legal title would go to A's heirs, but subject to a trust in favor of the partnership, and A's heirs would ultimately have only so much of the land, if any, as would have been unnecessary to take from A in an accounting between the members.

If title to land is in the name of one partner, with no trusts in favor of the others, or the firm, and there is no record of any sort or any fact to put an innocent purchaser for value on notice, such purchaser will take a good title, free of all the firm equities. But if from the firm's actual possession and use of the land or any other fact, the purchaser knew or should have known that the land was firm property, he will take his title charged with firm equities.

Sec. 25. NATURE OF PARTNER'S INTEREST IN THE FIRM PROPERTY. Each partner's interest in the firm property is of the nature of that of a joint tenant. He does not own any particular part, but he has with the other partners a joint interest in all the assets of the firm. His interest in the firm is his share of the surplus after all debts are paid and an accounting had between the partners.

"A partner is a co-owner with his partners of specific partnership property holding as a tenant in partnership." 30

Example 6. A contributes a parcel of real estate, B, $5,000 in money, and C, a stock of goods. This property, 30. Partnership Act, Sec. 25.