partnership this day filed for record, in which he and John Arthur Jones are named as general partners and Alfred Thomas Smith as special partner, under the firm name of Henry S. Green & Co.; that the said Alfred Thomas Smith, named in the said certificate of partnership, as a special partner, has paid in the sum of $5000, the sum named in said certificate. Subscribed and sworn to before me this. of..... و. 191... ..day Notary Public in and for the County of AFFIDAVIT OF JOHN A. JONES. STATE OF CALIFORNIA, } SS. John Arthur Jones, being duly sworn, says: that he is a general partner named in the certified statement of special partnership this day filed for record, in which he and Henry Samuel Green are named as general partners and Alfred Thomas Smith as special partner, under the firm name of Henry S. Green & Co.; that the said Alfred Thomas Smith, named in the said certificate of partnership as a special partner, has paid in the sum of $5000, the sum named in said certificate. of. Subscribed and sworn to before me this... 191... day Notary Public in and for the County of AFFIDAVIT OF ALFRED T. SMITH. STATE OF CALIFORNIA, County of Los Angeles. SS. Alfred Thomas Smith, being duly sworn, says: that he is the special partner named in the certified statement of special partnership this day filed for record, in which he is named as special partner and Henry Samuel Green and John Arthur Jones, as general partners, under the firm name of Henry S. Green & Co.; that he, the said Alfred Thomas Smith, named in the said certificate of partnership as a special partner, has paid in the sum of $5000, the sum named in said certificate. Subscribed and sworn to before me this.. of..... Section 191... ..day Notary Public in and for the County of 404.-INTEREST AND PROFITS OF SPECIAL PARTNER.-A special partner may receive such interest on his money invested, and such proportion of the profits, as may be agreed upon between him and the general partners. Section 405.-MINING PARTNERSHIPS.-A mining partnership is different in its nature and creation from the ordinary partnerships known to commercial life. An express agreement to become partners, or to share the profits and losses, is not necessary in the creation or existence of a mining partnership. The law of California provides, that a mining partnership arises from the ownership of shares or interests in the mine, and the working of the mine for the purpose of extracting the mineral from it. The miners must own or have acquired the mine, and be actually engaged in working it; and when they do so, the law looks upon their relations as those of a partnership, without the necessity of a written or oral agreement to share profits and losses. It is not necessary that the miners hold the legal title to the mine in order to become partners. If they acquire a mining claim, though it is not patented, and may never be, still they are mining partners if they actually engage in working the mine for the purpose of extracting the mineral from it. The mining partners need not all have equal interests in the profits. If a number of miners acquire a claim and work it, on shares, whether the shares be equal or not, it is a mining partnership. The essential difference between the ordinary partnerships and a mining partnership is, that in a mining partnership there is no choice of partners. One mem ber of a mining partnership may sell his interest or share in the mine, and the partnership is not dissolved, and as to those who continue to work the mine, the partnership continues to exist; while in a general partnership, the sale by one partner dissolves the partnership, because none of the general partners can force a new member into the firm. Civil Code, Sections 2511, 2512. Section 406.-PROFITS AND LOSSES IN MINING PARTNERSHIP.-A mining partner shares in the profits and losses in proportion to the interest or share which he owns in the whole mine, and the proportion which his interest bears to the whole partnership capital or whole number of shares. Section 407.-LIABILITY OF MINING PARTNERS. -Each mining partner is, as to third parties, liable for the entire debts of the partnership. If one mining partner pays the debts, or advances money for the use of the partnership, he has a lien on the property of the partnership for his money. And the law declares that this lien shall exist, even though there is an agreement among the partners that it must not. Civil Code, Section 2514. Section 408.-MINING GROUND PARTNERSHIP PROPERTY.-The mining ground owned and worked by partners in mining, whether purchased with partnership funds or not, is partnership property. But a mere agreement to work a mine in the future, upon the happening of a contingency, does not make it partnership property. Justice Temple, of the Supreme Court of California, in the mining case of Dorsey vs. Newcomer, speaking of the partnership property of miners, said: "It is not always easy to determine what constitutes the partnership property of a mining partnership. The statute provides that the mining ground owned and worked by partners in mining, whether purchased by the partnership or not, is partnership property. It does not follow that property other than the ground owned and worked may not also be partnership property. No doubt, other property acquired by the partnership for the purpose of aiding in working the mining claim, such as a mill or mill site, would also be property of the partnership. So, other mining ground acquired for the purpose of working with the mining ground already being worked, and so situated that it can be worked with the original claim as parts of one mine, would be partnership property. And, generally, property acquired by the partnership by the use of partnership funds, as distinguished from the individuals constituting the firm, may be so regarded. But the statute evidently distinguishes between ground owned or acquired for the purpose of working, and ground actually worked. It is only the last that in general can be regarded as partnership property, when not acquired by the partnership, or by the use of its funds." (Decided by the Supreme Court of California, in the case of Thomas B. Dorsey vs. J. T. Newcomer, which decision is printed in Volume 121 of the California Reports, page 213.) Civil Code, Section 2515. Section 409.-NEW MEMBER OF MINING PARTNERSHIP. One of the partners in a mining partnership may sell his interest in the mine and business without dissolving the partnership. And the purchaser, from the date of his purchase, becomes a member of the partnership. But the purchaser of an interest in the mining ground takes it subject to the liens existing in favor of the partners, for debts due the creditors, or advances made for the benefit of the partnership, of which he has notice; and the purchaser of the interest of a partner in a mine when the partners are engaged in working it, is charged by the law with notice of all liens resulting from the relation of the partners to each other and to the creditors of the partnership. Civil Code, Sections 2516, 2517, 2518. Section 410.-CONTRACT IN WRITING.-No member of a mining partnership, or any agent or manager of the firm, can bind the partnership by a contract in writing, except by express authority from all the members of the firm. He cannot bind the partnership by making a promissory note, or by any agreement in writing affecting the partnership property. Civil Code, Section 2519. Section 411.-OWNERS OF MAJORITY OF SHARES GOVERN CONDUCT OF MINE.-The decision of the partners owning a majority of the shares or interests in a mining partnership will always control the conduct of its business. As the mining property can only be used as a whole, it is indispensable in conducting the business of mining that those owning the larger portion of the property should have the power to control, in case all cannot agree, for otherwise the work might become wholly discontinued at any time. The powers of the individual members of a mining partnership are much more limited than are the powers of the individual members of a purely commercial or trading partnership. What may be necessary and proper for carrying on the business of mining, for the joint benefit of all concerned, must always be determined by those owning and holding in the aggregate the majority interest in the property. And if the powers which are thus exercised by the majority are not necessary and proper for the success of the enterprise, those whose interests may be imperiled or disastrously affected by the improper conduct of the majority have the right to resort to the courts for redress and protection. Civil Code, Section 2520. Section 412.-DURATION OF PARTNERSHIP. If no term is prescribed by agreement for the duration of a partnership, a general partnership will continue for an indefinite time, until dissolved by mutual consent, or by a partner, or by the law. Section 413.-TOTAL DISSOLUTION OF PARTNERSHIP.—A general partnership is dissolved as to all of |