or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities. Example 18. A, B and C are partners, A contributing $5,000, B, $10,000 and C his time and skill. The firm owes C, $3,000 for salary and owes D, a creditor, $3,000. It has assets of $12,000. The settlement shall be as follows: To D, $3,000. To A and B, each their capital contributions, but as there is insufficient funds for this purpose C must contribute toward the loss sustained by the partnership "whether of capital or otherwise" "according to his share in the profits" 73 unless there has been an agreement to the contrary. C would in no event take out any part of the capital, as he contributed none, even though he had one-third share in the profits. There is no right to interest on capital; but by the better authority loans and advances bear interest, though none has been specifically agreed upon. (See section 32 supra herein.) 73. Sec. 18a. Whitcomb v. Converse, supra. In the event of insolvency of any partner, the remaining partners must bear the loss. See Sec. 40(d). CHAPTER II. DEATH OF PARTNER. Sec. 67. EFFECT OF DEATH OF PARTNER. The death of one of the partners dissolves the firm in the absence of any agreement to the contrary and it becomes the immediate duty of the surviving partners to wind up the firm. As we have previously noted, death of a partner works a dissolution of the firm.74 To be sure the business may continue much as before, so far as the public is concerned, but it is really a new partnership which has taken over the affairs of the old and settled with the executor or administrator of the deceased partner. There may be a stipulation that death shall not dissolve the partnership but that it shall continue notwithstanding the death of any member. In that case it is virtually a new partnership.75 This is virtually what is done in case. of a joint stock company. So the Articles of Partnership may make such an agreement. Sec. 68. RIGHTS, TITLES AND DUTIES AS BETWEEN SURVIVING PARTNER AND REPRESENTATIVE OF DECEASED PARTNER. The surviving partner takes the title to the partnership property. The executor or administrator of the deceased partner has no title therein, but he has a right to have the partnership affairs wound up, and settlement made with the deceased partner's estate. 74. Andrews v. Stinson, 254 III. 111. 75. Id. The surviving partner takes title to all the personal property belonging to the firm and to him belongs all the right and devolves all the duty of settling the firm's affairs. The administrator or the executor of the deceased partner, as the case may be, obtains no title to the property of the firm and has no right to have any part in its settlement. He may, however, demand that there be a settlement, that the affairs of the firm be wound up, and the part coming to the estate of the deceased partner after all debts are paid, turned over to him. If the administrator or executor believes and can show that the surviving partner is wasting the assets and is not winding up the affairs as a prudent man, he might have a receiver appointed to take charge of the business for the purpose of winding it up. In this way he may protect the interest of the deceased partner. Thus, A, a partner in the firm of A and B, dies, and his administrator is appointed by the Court of Probate. The title to the assets of the partnership devolves upon B, and the administrator has no title to the partnership property and no right to take part in its affairs. But he does have a right to have B wind up the firm and pay over to the estate the amount to which it is found upon accounting that A's estate is entitled to. Sec. 69. DEVOLUTION OF TITLE TO FIRM REAL ESTATE. The real estate belongs to the firm, no matter in whose name it stands; it will be treated as personal property to the extent necessary for the purposes of settling the firm debts and adjusting equities. We have previously seen how firm real estate must stand in the name of some individual or individuals, and if it is firm property, it is largely immaterial in whose name it stands: in such a case it will be considered firm property, as though fully declared to be held in trust for the firm. If it is in the name of the deceased partner, the records would not show the partnership interest therein (unless declared in the deed to be on trusts, etc.), and in that case the heirs or devisees of the partner would seem to get title. But for partnership purposes, they would get their title subject to the liabilities of the partnership and the equities of the partners. This subject is often a very complicated and difficult one and sometimes requires extended Court action to settle the matter.7 75a Sec. 70. RIGHTS OF CREDITORS OF FIRM AGAINST SURVIVING PARTNER AND ESTATE OF DECEASED PARTNER. The creditors of the partnership may either sue the surviving partner or present their claims against the deceased partner's estate. ner. The firm creditors may sue the surviving partner, or they may proceed against the estate of the deceased part75b Thus A of the firm of A and B dies. B becomes liable for the firm debts. C, a creditor, can sue B, or he can present his claim against A's estate. It is held, however, in most states that if he presents the claim against the estate, he cannot have realization thereupon until the separate creditors of the deceased partner have been satisfied; unless there is no living solvent partner, in which event he can prove up his claim pari passu with such separate creditors. 75a. See Darrow v. Calkins, 154 N. Y. 503. 75b. Henry v. Caruthers, 196 Ill. 136. f CHAPTER 12. DISSOLUTION BY BANKRUPTCY PROCEEDINGS AND BY JUDICIAL DECREE. The Sec. 71. DISSOLUTION BY BANKRUPTCY. bankruptcy of the firm or a member thereof dissolves the firm. By bankruptcy we indicate that there has been an adjudication by a court that the firm or some member thereof is bankrupt; and we do not mean mere insolvency. One is insolvent when his assets are of less value than the amount of his liabilities; he is bankrupt when a petition in bankruptcy has been filed by or against him in a bankruptcy court and he has been duly adjudicated a bankrupt. Bankruptcy of the firm or of one or more of the partners dissolves the firm.. The Court of bankruptcy would proceed to an equitable distribution of the assets of the firm between the creditors of the firm and the separate creditors of the partners, provided the partners were also in bankruptcy as has been heretofore considered. Sec. 72. DISSOLUTION BY JUDICIAL DECREE ON ACCOUNT OF INTERNAL DISSENSIONS. If the partners are in a serious state of dissension, so that the prosperous conduct of the firm becomes impracticable, the court will on application decree a dissolution and wind up the affairs. For small or trivial matters of difference, the Court will not decree dissolution, but if the dissensions render success impossible or impracticable, a Court of Equity will |