tain equities which a retiring partner may have as to the appropriation of assets to the payment of partnership debts. These incidents do not belong to mining partnerships.12 There is nothing to prevent the forming of a strict commercial partnership in working and developing mines if the parties are so agreed, and hold themselves out to the world as such partners, in which event the business and the relative rights and liabilities of the partners would be governed in all respects as though they were engaged in any other business with the same community of interest.13 The commercial partnership would probably be the necessary consequence of the ownership of the mine by a partnership, as such; but in general the property is owned by the copartners as tenants in common, and the partnership relation exists between them only as respects the working and development of the property and the profits of such work. Each member holds his interest in his own right. The partnership concern can not acquire any additional property for him, nor impose any conditions upon his disposition or acquisition of interests. Their allegiance to the association is confined to the business-the work in which they are engaged.14 As a consequence, when either of the partners contracts with a copartner to purchase an additional interest, it only affects the company as it enlarges his interest in the proceeds of the business and increases his liabilities. There is no presumption arising from the obligation imposed upon the purchaser by virtue of the relation of partnership, that he acts for his associates.15 But where one of the partners is empowered and authorized to purchase other property as the agent of the partnership, and he undertakes to act in that capacity, a purchase in his own name would impose a trust upon him in favor of his principal.16 1 Duryea vs. Burt, 28 Cal. 569; Skilman vs. Lachman, 23 Cal. 198. 2 Skilman vs. Lachman, 23 Cal. 198; Dougherty vs. Cleary, 30 Cal. 290; Kahn vs. Central Smelting Co., 11 Reporter, 249 (Supreme Court United States, January, 1881.) 3 Skilman vs. Lachman, supra; Jones vs. Clark, 42 Cal. 180. 4 Nolan vs. Lovelock, 1 Mont. 224; Taylor vs. Castle, 42 Cal. 367. 5 Duryea vs. Burt, 28 Cal. 569. 6 Jones vs. Clark, 42 Cal. 180. 7 Taylor vs. Castle, 42 Cal. 367. 8 Dougherty vs. Creary, 30 Cal. 290. 9 Supra, § 151. 10 Boucher vs. Mulvehill, 1 Mont. 306; Settembre vs. Putnam, 30 Cal. 490. 11 Johnston vs. Robinson, 2 Col. Law Rep. 110. 12 Jones vs. Clark, 42 Cal. 180; Taylor vs. Castle, 42 Cal. 367. 13 Decker vs. Howell, 42 Cal. 636. 14 First National Bank vs. Bissell, 1 Col. Law Rep. 158. 15 Ibid. 16 Settembre vs. Putnam, 30 Cal. 490. § 152. Corporations.—There is very little, if anything, respecting mining corporations, to distinguish their legal status, from that of corporations organized for other purposes. The rights and liabilities of members are distinguished from those of co-tenants and partners by the same rules that obtain respecting other business corporations except as they are varied by statute. It has been held that a contract with all the stockholders by which they agree to assign their stock to a trustee is the same as a contract with the corporation. Also, that where the legitimate expenses exceed the amount authorized by the by-laws, assessments may be levied upon the stock for the payment of the same.2 Where the statute, charter or by-laws prescribe certain methods of transacting the business of mining corporations, those methods must be substantially followed in order to render the acts valid and legal.3 But where the by-laws were adopted by the stockholders instead of the directors, and were duly recorded in the company's books and acted on and recognized for more than ten years, they were held be the regular by-laws of the company.4 And where the corporation was reduced to three members, a failure to ballot for officers at their meetings was held not to invalidate their informal election of officers.5 It has also been held that the correctness of minutes of corporate meetings, may be impeached by parol evidence on behalf of the corporation.6 1 Gordon v. Swan, 43 Cal. 564. 2 Sullivan v. Triunfo, &c. Co. 29 Cal. 585. 3 State v. Curtis, 9 Nev. 325; State v. Pettineli, 10 Nev. 141; State v. Wright, 10 Nev. 167. 4 State v. Curtis, 9 Nev. 325. 5 Vermont, &c. Co. v. Windham bank, 44 Vt. 489. 6 Gilson, &c. Co. v. Gilson, 51 Cal. 341. § 153. Mining claims--Real estate. The interest which the miner obtains by possession and location in public mineral lands is generally regarded as real estate.1 It has been held to be an estate of inheritance, subject to the laws of descent as other real property, and to partition between co-tenants, whether they hold as tenants in common, co-purchasers or partners.2 And a suit, involving possessory title, held to raise "a question of title to real property in fee," and so not subject to arbitration.3 But the federal courts will not decree partition between mining claimants unless the bill be filed by one having title. In proceedings of this kind the jurisdiction is equitable, and therefore not governed by state statutes, but the practice follows the equity rules and precedents. Where partition is authorized by state statutes, the suit must be in the state courts.4 Mining claims have also been treated as real estate in determining questions of jurisdiction, and fixing the venue in actions involving the possessory right.5 The buildings and structures erected on the claim become fixtures and pass with the freehold, precisely as in case of permanent improvements on other real property. An engine and boilers have been held to be such fixtures, which could only be removed while the tenant was in possession.6 But where the owner of a mine purchases a water ditch, with a view to use the water ditch in connection with the working of his mine, and the purchase includes "the waterrights thereto appertaining," such purchase does not necessarily constitute the ditch an appurtenance of the mine. Mere trade fixtures, though fixed to the soil may be removed without the consent of the owner. An example given is that of pans furnished to a mill owner upon his agreement to pay rent therefor.8 But these fixtures should be removed, when placed upon mines by a lessee during his tenancy.9 A chattel mortgage on an engine and boiler given to secure the purchase money has been held a prior lien over a previous mortgage on the realty.10 1 Harris v. Equator, &c. Co., 2 Col. Law Rep. 63. 2 Hughes v. Devlin, 23 Cal. 501; Forbes v. Gracey, 94 U. S. 762. 3 Spencer v. Winselman, 42 Cal. 479. 4 Strettell v. Ballou, 2 Col. Law Rep. 122. 5 Van Etten v. Jilson, 6 Cal. 19; Watts v. White, 13 Cal. 321. 6 Merritt v. Judd, 14 Cal. 59; Miller v. Dale, 44 Cal. 562; Treadway v. Sharon, 7 Nev. 37. 7 Quirk v. Folk, 47 Cal. 453. 8 Prescott v. Wells, Fargo & Co., 3 Nev. 82. 9 Hayes v. New York, &c. Co., 2 Col. 273. 10 Tibbitts v. Moore, 23 Cal. 208. § 154. Conveyance of mining claims.—Where claims are held by right of possession, in the absence of a local statute prescribing the mode of their transfer, it has been held sufficient to pass the right to a successor, that a simple agreement be made to that effect, and the possession is delivered to the transferee, and a bill of sale will be competent evidence. But a bill of sale not under seal would not convey the legal title where it merely purpor convey the present interest of the seller. It mere ly conveyed an equitable interest which would be held subject to the rights of the holders of the legal title or a superior equity. The transferee would only take such rights as the vendor had, and could not occupy the position of a bona fide purchaser. The doctrine of caveat emptor was held to apply in all such cases.2 A sale by one in possession, entirely by parol and the delivery of possession, was held equally as good as though evidenced by bill of sale.3 And such a sale and delivery. will cut off a subsequent purchaser for value who receives a deed regularly acknowledged. Possession by the first purchaser is notice to the latter, although the claim is not enclosed. But this rule allowing a verbal sale was held only to apply where the vendor was in possession, and could deliver possession to his vendee. Where another party held adversely the conveyance was required to be in writing.5 And where the conveyance was by bill of sale, that was held the best evidence of the transfer, and excluded parol evidence, subject to the usual exceptions in such cases.6 But where the conveyance was simply by a bill of sale not under seal that was held sufficient.7 Where the occupant quit the possession and expressed the wish that another should succeed, it was held to be a gift and no abandonment, if the wish were communicated.8 By statute of April 13, 1860, the rule of verbal sales was abrogated in California. The provision that mining claims might be made by bill of sale, was construed as mandatory. But this statute did not apply to gold mines, until the section excepting them was subsequently repealed.9 However, it was held in the same case in which the mandatory construction was given to the statute, that a bill of sale executed by one verbally authorized was sufficient.10 The statute requiring conveyances of mining claims to be in writing, is liberally construed. No form of words is necessary in a bill of |