Where a purchaser has notice that any land sold is or has been partnership property, he must ascertain that the same has been or shall be duly assured, not only by all persons seised of the legal estate therein, but also by all persons interested therein in equity under the agreement of partnership (t). As is well known, when any land becomes partnership property, the legal estate therein devolves according to the general law applicable to land of the like nature and tenure: but in equity the land is held in trust for the partners, who are entitled thereto, as between themselves and their representatives, as personal estate (u). The devolution at law of real estate, which is partnership property, varies, of course, according as it has been dealt with. It may have been conveyed to the partners or some of them only, as joint tenants in fee or as tenants in common, or to one partner only in fee, or it may have been vested in trustees, none of whom were partners. But in whatever form the conveyance was taken, the subsequent devolution of the legal estate is to be traced according to the general rules governing the devolution of real estate held upon trust (x). Prior to the year 1882, therefore, if a person (whether a partner or not) were solely seised in fee of land held in equity as partnership property, the legal estate passed, on his death, to his heir or devisee: but the heir or devisee was held to be a trustee for the persons entitled under the partnership agreement (y). Since the end of the year 1881, it appears that, in the same circumstances, the legal estate passes to the deceased tenant's personal representatives under the Conveyancing Act of 1881 (z). As regards the persons, who should concur in a disposition of land, which is partnership property, as being entitled under the partnership agreement, it is to be observed, first, that one partner has no general authority arising from the relation of partnership to bind the firm or the other partners by deed or to execute a deed on their behalf (a); and, secondly, that one partner may, it seems, make an equitable mortgage of the firm's land to secure the firm's debt (b); but, except where the ordinary business of the firm is to sell land (c), he has no general authority arising out of the relation of partnership to sell the firm's land (d). All dispositions, therefore, required by law to be made by deed of a partnership firm's estate or interest in any land must be executed by all the partners either personally or by attorney acting under an express power of attorney given by deed; and except in the case of an equitable mortgage to secure the firm's debt or a sale or lease by a firm whose ordinary business it is to sell or let land, all dispositions of the firm's equitable interest in any land, which is partnership property, must be made by all the partners; as, for instance, a contract for the sale or letting of the land where the business is carried on. After the dissolution of a partnership, whether by death or otherwise, the authority of each partner to bind the firm continues, notwithstanding the dissolution, so far as may be necessary to wind up the affairs of the partnership and to complete transactions begun but unfinished at the time of the dissolution, but not otherwise: provided that the firm is in no case bound by the acts of a partner who has become bankrupt (e). It has been held that the survivor of two partners may make a good equitable mortgage by deposit of the title deeds of the firm's land to secure a firm debt (f), and that such a mortgage has priority over any lien of the deceased partner's executors on the surplus assets for his share in the partnership (g). And it has been laid down by the Court of Appeal that, on the dissolution of a partnership by the death of one of two partners, it is the duty of the surviving partner to realise all the assets of the firm, including its real estate, for the purpose of winding up the partnership affairs, and the surviving partner has for this purpose full power, not only to mortgage, but also to sell such real estate (h). Having regard to this pronouncement, it appears that, where the survivor of two partners sells the real estate sufficiently soon after the other partner's death to make it apparent that he is selling to wind up the partnership affairs, he can make a good title to the equitable interest (i) in the land and give a good discharge for the purchase money without the concurrence of the deceased partner's legal personal representatives. And it is thought that this rule applies to partnerships entered into under an open contract (where the assets belong in equity to the surviving partner and the dead partner's personal representatives in equal shares), and to those under which the surviving partner is given an option to take over at a valuation the deceased partner's share of the assets of the firm (k), as well as to partnerships regulated by a stipulation that the surviving partner shall take over the dead partner's share at a valuation payable by instalments (l). But where a surviving partner has continued to carry on the business of the firm and remained in possession of land, which belonged to the firm, for a long time after the dissolution of the partnership and then sells the land, it is thought that he would have to prove, as part of his title, that he purchased the deceased partner's share of the assets of the firm from the dead man's personal representatives, either under a contract to that effect contained in the articles of partnership or otherwise, and that the purchase money therefor has all been duly paid.

Partnership property.

(q) Stat. 62 & 63 Vict. c. 33, 9. 2 (2).

(r) See orders of 7th Aug. 1900, 24th July. L901, 1lth Aug. L9C2 . Tudor's Charitable Trusts, 760 769, 4th ed.

(s) Above, pp. 455, 460 - 464.

(t) See Cavander v. Bulteel, 1..R. 9 Ch. 79, where the defendants, having taken from one Bewlay a mortgage of land, of which at law he was solely seised in but which in equity belonged to him and the plaintiff as partners, were held to have had constructive notice of the firm's title. because they were aware that the business of the firm was carried on there. And see above, pp. 237 sq.