It is generally true that one partner cannot sue a copartner at law in respect to any matter growing out of the transactions of the partnership, and involving the examination of the partnership accounts; (o) because courts of law cannot do effectual justice to such questions and interests, and resort must be had to courts of equity. (p) But it is clear that a partner

(o) Bovill v. Hammond, 6 B. & C. 149; Brown v. Tapscott, 6 M. & W. 119; Lawrence v. Clark, 9 Dana, 257; Stone v. Fouse, 3 Cal. 292; Fisher v. Sweet, 67 Cal. 228; Bennett v. Woolfolk, 15 Geo. 213; Burns v. Nottingham, 60 Ill. 531; Lang v. Oppenheim, 96 Ind. 47; Seelye v. Taylor, 32 La. An. 1115; Miner v. Lor-man, 56 Mich. 212; Ivy v. Walker, 58 Miss. 253; Arnold v. Arnold, 90 N. Y. 580; Dowling v. Clarke, 13 R.I. 134. This question is considered in Lane v. Tyler, 49 Me. 252, and in Shattuck v. Lawson, 10 Gray, 405. It is held otherwise under the code of Indiana, in Heavi-low v. Heavilow, 29 Ind. 509.

(p) It is clear that one partner has no right of action against a copartner for money or labor expended for the benefit of the concern. See Goddard v. Hodges, 1 Cr. & M. 37; Holmes v. Higgins, 1 B. & C. 74; Milburn v. Codd, 7 id. 419; Fromont v. Coupland, 2 Bing. 170; Sadler v. Nixon, 5 B. & Ad. 936; Pearson v. Skelton, 1 M. & W. 504; Bevans v. Sullivan, 4 Gill, 383. But one partner may maintain an action for money had and received against the other partner, may sue a copartner on an express agreement, and perhaps on an implied agreement, to do any act not involving a consideration of the partnership accounts; (q) or on an express promise made before the partnership began, in relation to advances to constitute the capital of the firm; (qq) or on his partner's note for advances made to him; (qr) or for damage done to his private property which was used by the firm. (qs) And if partners finally for money received to the separate use of the former, and wrongfully carried to the partnership account. Smith v. Barrow, 2 T. R. 476. And one partner may have an action against his co-partner for not contributing his proportion toward the common stock. Thus, where A agrees to supply 15 with a manuscript work, to be printed by B, the profits of which are to be equally divided, B may maintain an action against A for refusing to supply the manuscript. This is not an action for partnership profits, hut for refusing to contribute the labor of the defendant, towards the attainment of profits. Gale v. Leekie, 2 Stark. 107. The same principle was adopted in Ellison v. Chapman, 7 Blackf. 224. See also Vance v. Blair, 18 Ohio, 532. - The American courts fully recognize the doctrine that during the existence of a partnership, or even after its dissolution, but before the business is wound up, and the final balance ascertained, no action at law will lie between partners. Haskell v. Adams, 7 Pick. 5'.); Williams v. Henshaw, 12 id. 378; Fanning v. Chadwick, 3 id. 420; Capen v. Barrows, l Gray, 376; Causten v. Burke, 2 Harr. & G. 295; Chase v. Garvin, 19 Me. 211; Kennedy v. McFaden, 3 Harr. & J. 194; Murray v. Bogert, 14 Johns. 318; Davenport v. Gear, 2 Scam. 495; Roberts v. Fitler, 13 Penn. St. 265; Gridley v. Dole, 4 Comst. 486. After such final balance is determined, and a promise by one partner to pay over, the other partner may sustain an action at law. Gulick v. Gulick, 2 Green (N. J.), 578; Byrd v. Fox, 8 Mo. 574. The promise may be only implied. Wray v. Milestone, 5 M. & W. 21; Ross v. Cornell, 45 Cal. 133; Mickle v. Peet, 43 Conn. 65; McSherry v. Brooks, 46 Md. 103; Blakely v. Graham, 111 Mass. 8; Scott v. Caruth, 50 Mo. l2o; Nims v. Bigelow, 44 N. H. 376; Wicks v. Lippman, 13 Nev. 499; Knew v. Hoffman, 65 Pa. 126.

Gardenhire v. Smith, 39 Ark. 280; Robinson v. Haas, 40 Cal. 474; Gurr v. Martin, 73 Ga. 528; Jeter v. Penn, 28 La. An. 230. See also Frout v. Hardin, 56 Ind. 165.

Nor fishing on shares. Hurley v. Walton, 63 Ill. 260; Holden v. French, 68 Me. 241.

Nor leasing property for a share of the receipts. McDonnell v. Battle House Co. 67 Ala. 90; Holmes v. Old Colony R. R. Co. 5 Gray, 58; Beecher v. Bush, 45 Mich. 188; Farrand v. Gleason, 56 Vt. 633.

And for other cases of working or leasing property on shares, see Barber v. Cazalis, 30 Cal. 92; Moore v. Curry, 106 Mass. 409; Bridges v. Sprague, 57 Me. 543; Eastman v. Clark, 53 N. H. 276.

Members of a defunct corporation are not liable as partners, Central Bank v. Walker, 66 N. Y. 424; nor are members of an incipient or defective corporation. Blanchard v. Kaull, 44 Cal. 440; Stafford Bank v. Palmer, 47 Conn. 443; Planters', etc. Bank v. Padgett, 69 Ga. 159; First Nat. Bank v. Almy, 117 Mass. 476; Ward v. Brigham, 127 Mass. 24; N. Y. Iron Mine v. Negaunee, 39 Mich. 644; Central, etc. Bank v. Walker, 66 N. Y. 424; Rowland v. Meader Furniture Co., 38 Ohio St. 269. And see Beeson v. Lang, 85 Pa. 197. Contrary decisions, however, are Bigelow v. Gregory, 73 Ill. 197; Coleman v. Coleman, 78 Ind. 344; Kaiser v. Lawrence Bank. 56 Ia. 104; Chaffe v. Ludeling, 27 La. An. 607; Martin v. Fewell, 79 Mo. 401; Abbott v. Omaha Smelting Co. 4 Neb. 416. It has been held that if the officers or members of such an imperfect corporation incur obligations in the name of the corporation, knowing them to be invalid, they are themselves liable as partners. Stafford Bank v. Palmer, 47 Conn. 443; Nat. Bank of Watertown v. Landon, 45 N. Y. 410; Ridenour v. Mayo, 40 Ohio St. 9. But this form of remedy seems hardly proper. Trowbridge v. Scudder, 11 Cush. 8.3, 86.

The members of clubs or associations which have not for their object pecuniary profit are not partners. In re St. James Club, 2 De G. M. & G. 383; In re London Marine Ins. Assoc. L R. 8 Eq. 176; Burt v. Lathrop, 52 Mich. 106; Brown v. Stoer-kel, 74 Mich. 268; Lafond v. Deems, 81 N. Y. 507; Devoss v. Gray, 22 Ohio St. 159; Ash v. Guie, 97 Pa. 493. See Danbury Cornet Band v. Bean, 54 N. H. 524.

(q) Van Ness v. Forrest, 8 Cranch, 30; Gibson v. Moore, 6 N. H. 547; Casey v. Brush, 2 Caines, 293; Fromont v. Coup-land, 2 Bing. 170; Fanning v. Chadwick, 3 Pick. 423; Rackstraw v. Imber, Holt, 368. So where the judgment will be an entire termination of the partnership transactions, although there has been no settlement of the accounts by the partners, nor an express promise to pay, an action may he sustained. And if the partners by an express agreement separate a distinct matter from the partnership dealing, and one party expressly agrees to pay the other a specific Bum for that matter at a given time, an action of assumpsit will lie on that contract, though the matter arose from the partnership dealing. Collumer v. Foster, 26 Vt. 754; Williams v. Henshaw, 11 Pick. 82. Probably an action may he maintained by one partner against the other, for a balance due him out of the partnership transactions, if there be but a single item to liquidate. Musier v. Trumpbour, 5 Wend. 274, 1 Stark. 78; Meason v. Kaine, 63 Pa. 335; but see Bovill v, Hammond, 6 B. & C. 149. The proposition that no action can be maintained at law, by one partner against the other, except to recover a final balance, must be taken with reference to the facts and questions arising in those cases in which such language is used. In Smith v. Barrow, 2 T. R. 478, Mr. Justice Buller says: "One partner cannot recover a sum of money received by the other, unless, on a balance struck, that sum is found due to him alone." Similar language is found in Ozeas V. Johnston, 1 Binn. 191; Beach v. Hotch-kiss, 2 Conn. 425; Murray v. Bogert, 14 Johns. 318; Westerlo v. Evertson, 1 Wend. 532; Moravia v. Levy, 2 T. R. 483, n. See also Clark v. Dibble, 16 Wend. 601; Grisby v. Nance, 3 Ala. 347. - And after a dissolution, an action will lie between partners to recover a balance due, on an implied promise. Wilby v. Phinney, 15 Mass. 116: Pope v. Randolph, 13 Ala. 214. - So to recover hack money paid by mistake on an adjustment of the partnership concerns. Bond '•. Hays, 12 Mass. 34; Chase p. Garvin, 19