(b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under clause (2a II) of this section, and in like manner indemnify him against all present or future partnership liabilities,

(c) A partner who has caused the dissolution wrongfully shall have:

I. If the business is not continued under the provisions of paragraph (2b) all the rights of a partner under paragraph (1), subject to clause (2a II), of this section,

II. If the business is continued under paragraph (2b) of this section the right as against his co-partners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages caused to his co-partners by the dissolution, ascertained and paid to him in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the good-will of the business shall not be considered.

§ 39. Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled,

(a) To a lien on, or right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him; and

(b) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and

(c) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.

40. In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the Contrary:

(a) The assets of the partnership are;

I. The partnership property,

II. The contributions of the partners necessary for the payment of all the liabilities specified in clause (b) of this paragraph.

(b) The liabilities of the partnership shall rank in order of payment, as follows:

I. Those owing to creditors other than partners,

II. Those owing to partners other than for capital and profits,
III. Those owing to partners in respect of capital,

IV. Those owing to partners in respect of profits.

(c) The assets shall be applied in the order of their declaration in clause (a) of this paragraph to the satisfaction of the liabilities.

(d) The partners shall contribute, as provided by section 18 (a) the amount necessary to satisfy the liabilities; but if any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.

(e) An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in clause (d) of this paragraph.

(f) Any partner or his legal representative shall have the right to enforce the contributions specified in clause (d) of this paragraph, to the extent of the amount which he has paid in excess of his share of the liability.

(g) The individual property of a deceased partner shall be liable for the contributions specified in clause (d) of this paragraph.

(h) When partnership property and the individual properties of the partners are in the possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore.

(i) Where a partner has become bankrupt or his estate is insolvent the claims against his separate property shall rank in the following order:

I. Those owing to separate creditors,

II. Those owing to partnership creditors,

III. Those owing to partners by way of contribution.

41. (1) When any new partner is admitted into an existing partnership, or when any partner retires and assigns (or the representative of the deceased partner assigns) his rights in partnership property to two or more of the partners, or to one or more of the partners and one or more third persons, if the business is continued without liquidation of the partnership affairs, creditors of the first or dissolved partnership are also creditors of the partnership so continuing the business.

(2) When all but one partner retire and assign (or the representative of a deceased partner assigns) their rights in partnership property to the remaining partner, who continues the business without liquidation of partnership affairs, either alone or with others, creditors of the dis solved partnership are also creditors of the person or partnership so continuing the business.

(3) When any partner retires or dies and the business of the dissolved partnership is continued as set forth in paragraphs (1) and (2) of this section, with the consent of the retired partners or the rep resentative of the deceased partner, but without any assignment of his right in partnership property, rights of creditors of the dissolved partnership and of the creditors of the person or partnership continuing the business shall be as if such assignment had been made.

(4) When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(5) When any partner wrongfully causes a dissolution and the remaining partners continue the business under the provisions of section 38 (2b), either alone or with others, and without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(6) When a partner is expelled and the remaining partners continue the business either alone or with others, without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(7) The liability of a third person becoming a partner in the partnership continuing the business, under this section to the creditors of the dissolved partnership shall be satisfied out of partnership property only.

(8) When the business of a partnership after dissolution is continued under any conditions set forth in this section the creditors of the dissolved partnership, as against the separate creditors of the retiring or deceased partner or the representative of the deceased partner, have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business, on account of the retired or deceased partner's interest in the dissolved partnership or on account of any consideration promised for such interest or for his right in partnership property.

(9) Nothing in this section shall be held to modify any right of creditors to set aside any assignment on the ground of fraud.

(10) The use by the person or partnership continuing the business of the partnership name, or the name of a deceased partner as part thereof, shall not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership.

§ 42. When any partner retires or dies, and the business is continued under any of the conditions set forth in section 41 (1, 2, 3, 5, 6,) or section 38 (2b), without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unless otherwise agreed, he or his legal representative as against such persons or partnership may have the value of his interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option or at the option of his legal representative, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership: Provided, that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this section, as provided by section 41 (8) of this Act.

43. The right to an account of his interest shall accrue to any Partner, or his legal representative, as against the winding up partners

or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.

PART VII.

MISCELLANEOUS PROVISIONS.

§ 44. All Acts or parts of Acts inconsistent with this Act are hereby repealed.

FILED June 28, 1917.

This bill having remained with the Governor ten days, Sundays excepted, the General Assembly being in session, it has thereby become a law. Witness my hand this twenty-eighth day of June, A. D. 1917. LOUIS L. EMMERSON, Secretary of State.

(SENATE BILL No. 365. APPROVED JUNE 22, 1917.)

AN ACT to amend an Act entitled "An Act to reveise the law in relation to paupers," approved March 23, 1874, in force July 1, 1874, as subsequently amended, by amending section twenty-eight thereof.

SECTION 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly: That an Act entitled: "An Act to revise the law in relation to paupers," approved March 23, 1874, in force July 1, 1874, as subsequently amended, be and the same is hereby amended by amending section twenty-eight (28) thereof, to read as

follows:

§ 28. The county board of any county in this State in which the poor are not supported by the towns thereof, as provided by law, shall have power

(1) To acquire in the name of the county by purchase, grant, gift or devise, a suitable tract or tracts of land upon which to erect and maintain a county poor house and other necessary buildings in connection therewith, and for the establishment and maintenace of a farm for the employment of the poor, and to erect and maintain such buildings and establish and maintain such farm, but they shall not expend for the purchase of any such land or the erection of any such buildings, a sum exceeding three thousand ($3,000.00) dollars, without a two-thirds majority vote of all the members of the county board.

Any such county shall have power by contract with another county or counties, to jointly secure by purchase or otherwise, necessary

lands,

and erect and maintain a poor house and other necessary buildings for the maintenance of the poor of such counties.

(2) To receive in the name of the county gifts, devises and bequests to aid in the erection or maintenance of the poor house, or in the care and support of poor and indigent persons.

(3) To make all proper rules and regulations for the management of the county poor house and poor farm and of the inmates of the poor house. Provided, that no such poor farm shall be let or rented upon the principle of the highest bid for the use of the land and the lowest bid for the maintenance of the county charges or upon any plan which may tend to the detriment or neglect of the inmates or the waste or deterioration of the property, but shall be conducted by the county only through its officers, agents or representatives.

(4) To appoint a keeper of the poor house and all necessary agents and servants for the management and control of the poor house and farm and prescribe their compensation and duties.

(5) To appoint a county physician and prescribe his compensation and duties.

(6) To appoint an agent to have the general supervision and charge of all matters in relation to the care and support of the poor and prescribe his compensation and duties.

(7) To make all proper and necessary appropriations out of the county treasury for the purchase of land and the erection of buildings, as authorized by this Act, and to defray the expenses necessary in the care and maintenance of the same and for the support of the poor, and to cause an amount sufficient for said purposes to be levied upon the taxable property of the county and collected as other taxes.

(8) Upon the vote of a two-thirds majority of all the members of the board to sell and dispose of the whole or any part of the poor farm of the county in such manner and upon such terms as they may deem best for the interest of the county, and to make and execute all necessary conveyances thereof, in the same manner as other conveyances of real estate may be made by a county.

In case of the establishment and maintenance of a joint poor farm, the approval of the county board of each county shall be necessary for action under any provisions of this section.

Such joint poor farm may be dissolved or abandoned by agreement of the counties interested, or upon petition to the County Court, upon such terms as are equitable and just to the counties concerned.

APPROVED June 22, 1917.