was interested as a partner with William Crawshay, at Cyfarthfa,) in trust, subject to the payment of debts and legacies in aid of his personal estate, for the benefit of his children. He then declared, that if he should have one or more son or sons living at his decease, or born in due time after, but no such son should then have attained the age of twenty-one years, it should be lawful for his trustees, and the survivor and survivors of them, and the executors, etc., of such survivor, to carry on the iron works and other mercantile or trading concerns in which he should be concerned at his decease, if they should judge it for the benefit of the persons interested in his property under his will; and that if they should carry them on, then during such time as his having such a son shou'd be in suspense, it should be lawful for them to cause or permit any part of the stock in trade or effects which should be employed in or belong to the said works or con erns at his deceise, to be employed in carrying on the same; and le exempt d the stock in trade and effects so to be employed from the payment of his debts, to the extent and manner thereinafter mentioned. The testator also declared, that if his son, who first or alone should attain the age of twenty-one years, should be desirous to have the iron works and concerns or any of them continued, and should signify such desire to his trustees by any writing under his hand, the amount of the stock and effects then employed therein should be valued, and his said son should pav (or secure in manner therein mentioned) to the trustce the money at which

such stock and effects should be estimated. The testa or then

directed the application to be made, by his trustees, of th profits of the iron works during the suspense of his having a son who should attain twenty-one years, and of the amount of the valuatio to be paid or secured by his son as before mentioned; and declared that if his iron works and other concerns should be so carried on, and his son, who first or alone should attain the age of twenty-one years, should decline to carry on the same, or to give such security for the stock and effects employed therein, or if, while it should be in suspense whether he should have any such son, his trustees should deem it advisable to discontinue the said iron works and concerns, in either such cases the iron works and concerns should be discontinued, and the stock and effects employed in the same should be sold and

disposed of in such manner as his trustees should judge prudent and reasonable, and the money arising from the sale, and the gains and profits previously arising from the iron works and concerns, should be disposed of in the manner in which he had directed the gains and profits, and the money to be paid or secured by his son, in the event before mentioned, to be paid or applied, or as near thereto as circumstances would admit. The testator then appointed Maule, Llewellin and Kaye, executors of his will and guardians and managers of the estate of his children during their minorities; and he also appointed his executors and his wife guardians of the persons of his children, and he authorized his trustees to employ any persons, in the management of the iron works and concerns, at such salary and to repose in them such trust or authority in conducting the trade and in the management and disposal of the estate employed, or to be employed, and in the receipt of any debts to be contracted therein, as his trustees should in their discretion. think fit.

On the 12th of August, 1817, William Crawshay sent a written notice to the executors of Hall that he considered the partnership absolutely dissolved by Hall's death, and would not consent to carry on the works in conjunction with his repsentatives.

The bill in the first cause, filed by William Crawshay against the executors of Mr. Hall, prayed a declaration that the partnership between the plaintiff and Hall, in the iron works, and all the trade and business thereof, became absolutely dissolved, or determined, by the death of Mr. Hall, or from that period; an account of the partnership dealings from the foot of the last settlement thereof, previous to his death and payment of the balance (after satisfaction of the partnership debts) between the plaintiff, and the executors of Mr. Hall, according to their respective interests; a sale of all the partnership effects, and a division of the proceeds. The defendants, the executors of Hall, admitted that no written articles were ever entered into between William Crawshay and Hall, any such articles, as they believed, being considered unnecessary, inasmuch as the proportions to which the parties were entitled in the leasehold premises and the leases sufficiently ascertained their rights and interests as long as the leases endured. They

denied that by the death of Hall his interest in the premises and iron works determined or was in any respect affected, submitting that they were entitled to the premises and iron works as tenants in common with William Crawshay for the residue of the terms of years for which they were holden, and to carry on iron works for the benefit of the family of Hall, in the same manner as he carried on the same with William Crawshay, and, according to the directions of his will, until one of his sons should attain the age of twenty-one years. They stated that the iron works were absolutely necessary to the beneficial enjoyment of the leasehold premises; and they insisted that it appeared from his will and codicil to be the intention of Richard Crawshay that his legatees should, for themselves and their representatives and families respectively, have an interest in the leasehold premises and iron works, commensurate with the terms for which they were holden; that the joint interest which William Crawshay and Hall had therein was not an interest in an ordinary trading partnership, but an interest given by Richard Crawshay to them for the benefit of themselves and their respective families, commensurate with the terms of years for which the leasehold premises were holden; and that therefore no sale of the property ought to be directed by the court in opposition to the bequest of Richard Crawshay, and to the will of Hall, whose family would in that event be deprived of the benefits intended and contemplated by him to be derived from the leasehold premises and iron works. The bill in the second cause, filed by the executors and the children of Mr. Hall against William Crawshay, prayed a declaration that the executors were entitled to the leasehold premises and iron works, for three eighth parts thereof, as tenants in common with William Crawshay, (who was entitled to the other five eighth parts,) until one of the sons of Hall should attain the age of twenty-one years, and to carry on the iron works with William Crawshay for the benefit of the family of Hall in the same manner as Hall carried on the same, and, according to the directions of his will, until one of his sons should attain the age of twenty-one years; and that then such son, if he chose, would be entitled to the said leasehold premises and iron works, for three eighth parts thereof, as tenant in common with William Crawshay, for the

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remainder of the said terms of years, and to carry on the iron works with William Crawshay accordingly. The bill also prayed the consequential accounts and directions. June 9th. On this day a motion was made, in behalf of William Crawshay, that it might be referred to the 'master to consider and approve a proper plan for the sale and disposal of the whole of the copartnership iron works, property, estate and effects, including the good will of the joint trade, and that the master might proceed to a sale thereof immediately.

SIR SAMUEL ROMILLY, Mr. BELL, Mr. HORNE, and Mr. RIGBY, in support of the motion.

SIR ARTHUR PIGGOTT, Mr. HART and Mr. WINTHROP, against the motion.

THE LORD CHANCELLOR (ELDON).

An important consideration is, whether this business is such as would subject the parties to become bankrupts. The distinction is obvious, and for this purpose, material, between a partnership in trade, and a joint interest in land. As between tenants in common, the court does not dissolve the tenancy, but leaves each to sell his share; while in cases of partnership in trade, unless under particular circumstances of the trade, the rule is different.

The object of this motion is a sale of the partnership property, and in whatever terms expressed, the court, if it directs a sale, will so direct it that the property may be sold in the manner most beneficial for all parties interested. Where a suit is instituted for the dissolution of a partnership, and where it is clear on the bill and answer that all, or some of the parties, have a right to a dissolution, it is not contrary to the course of practice to direct a sale on motion. The two modes of proceeding for obtaining an immediate order for a sale, either to set down the cause for hearing on bill and answer, or to apply by motion, are the same in effect, though different in form. The reason of that practice is that if one partner has a right to consider the partnership as at an end, it may continue for the purpose of winding up the affairs, but being - by death, or notice, or any other mode of determination actually ended, no person in possession of the property can make

any use of it inconsistent with that purpose. If any person, therefore, conducts it otherwise, the court will appoint a manager to wind up the concern (Harding v. Glover, 18 Ves. 281,) and will direct inquiries in what manner it can be wound up most beneficially to those interested. The object of this motion, therefore, might be obtained notwithstanding the objection of form, and the difficulty with regard to parties might also be remedied by allowing the case to stand over for the bill to be amended; and the question is to be considered on the part of Mr. Crawshay as if the infant children of Mr. Hall had applied for a declaration that the partnership is not dissolved.

The general rules of partnership are well settled. Where no term is expressly limited for its duration, and there is nothing in the contract to fix it, the partnership may be terminated at a moment's notice by either party.

By that notice the partnership is dissolved to this extent, that the court will compel the parties to act as partners, in a partnership existing only for the purpose of winding up the affairs. So death terminates a partnership (Crawford v. Hamilton, 3 Madd. 251) and notice is no more than notice of the fact that death has terminated. it: Vulliamy v. Noble, 3 Mer. 514. Without doubt, in the absence of express, there may be an implied contract as to the duration of a partnership, but I must contradict all authority if I say that whenever there is a partner hip the purchase of a leasehold interest, of onger or shorter duration, is a circumstance from which it is to be inferred that the partnership shall continue as long as the lease. On that argument, the court, holding that a lease for seven years is proof of partnership for seven years, and a lease of fourteen of a partnership for fourteen years, must hold that if the partners purchase a fee simple, there shall be a partnership forever. It has been repeatedly decided that interests in lands purchased for the purpose of carrying on trade are no more than stock in trade. I remember a case in the House of Lords about three years ago, the case of the Carron Company, in which the question was much discussed whether, when partners purchase freehold estate for the purpos› of trade, on dissolution that estate must not be considered as personalty, with regard to the representatives of a deceased partner: Post, p. 234. The doctrine that death