Much of the argument for the appellant was devoted to a discussion of conflicting evidence, which is not open to examination by this court, its authority upon appeal from the supreme court of a territory being limited to the question whether the facts found by that court support its judgment. Haws v. Mining Co., 160 U.S. 303, 16 Sup. Ct. 282; Harrison v. Perea (just decided) 18 Sup. Ct. 129.
The principal question of law discussed in the opinion of the supreme court of the territory, and at the ar ument in this court, was whether a partnership which, by the co-partnership articles, is to continue for a specified time, can be dissolved by one partner at his own will, without the assent of the other, before the expiration of that time.
It is universally conceded that a contract of partnership, containing no stipulation as to the time during which it shall* continue in force, does not endure for the life of the partners, or of either of them, nor for any longer time than their mutual consent, but may be dissolved by either partner at his own will, at any time. Peacock v. Peacock, 16 Ves. 49; Crawshay v. Maule, 1 Swanst. 495; Neilson v. Iron Co., 11 App. Cas. 298; 3 Kent, Comm. 53; Story, Partn. § 269.
Upon the question how far the status or relation of a partnership, which by the partnership agreement is to continue for a certain number of years, can be determined by one partner without the consent of the other before the expiration of that time, there has been some difference of opinion.
The principal reasons and authorities in favor of the position that a contract of partnership for a definite time cannot be dissolved at the mere will of one partner are stated or referred to in the opinion of the supreme court of the territory in this case, reported in 9 Utah, 236, 33 Pac. 1039.
Those which support the opposite view may be summed up as follows: A contract of partnership is one by which two or more persons agree to carry on a business for their common benefit, each contributing property or services, and having a community of interest in the profits. It is, in effect, a contract of mutual agency, each partner acting as a principal in his own behalf and as agent for his co-partner. Meehan v. Valentine, 145 U.S. 611, 12 Sup. Ct. 972. Every partnership creates a personal relation between the partners, rests upon their mutual consent, and exists between them only. Without their agreement or approval, no third person can become a member of the partnership, either by act of a single partner or by operation of law; and the death or bankruptcy of a partner dissolves the partnership. 3 Kent, Comm. 25, 55, 58; Wilkins v. Davis, 2 Low. 511, Fed. Cas. No. 17,664. So, an absolute assignment by one partner of all his interest in the partnership to a stranger dissolves the partnership, although it does not make the assignee a tenant in common with the other partners in the partnership property. Bank v. Carrolton R. R., 11 Wall. 624, 628; Marquand v. Manufacturing Co., 17 Johns. 525, 528, 535. No partnership can efficiently or beneficially carry on its business without the mutual confidence and co-operation of all the partners. Even when, by the partnership articles, they have covenanted with each other that the partnership shall continue for a certain period, the partnership may be dissolved at any time, at the will of any partner, so far as to put an end to the partnership relation and to the authority of each partner to act for all, but rendering the partner who breaks his covenant liable to an action at law for damages, as in other cases of breaches of contract. Skinner v. Dayton, 19 Johns. 513, 538; 3 Kent, Comm. 54, 55, 62; Cape Sable Co.'s Case, 3 Bland, 606, 674; Monroe v. Conner, 15 Me. 178, 180; Mason v. Connell, 1 Whart. 381, 388; Slemmer's Appeal, 58 Pa. St. 168, 176; Blake v. Dorgan, 1 Greene (Iowa) 537, 540; Solomon v. Kirkwood, 55 Mich. 256, 259, 260, 21 N. W. 336. According to the authorities just cited, the only difference, so far as concerns the right of dissolution by one partner, between a partnership for an indefinite period and one for a specified term, is this: In the former case, the dissolution is no breach of the partnership agreement, and affords the other partner no ground of complaint. In the latter case, such a dissolution before the expiration of the time stipulated is a breach of the agreement, and, as such, to be compensated in damages; but in either case the action of one partner does actually dissolve the partnership.