ent with the intent to leave the ownership where the title deeds put it. I cannot agree with counsel's view of the significance of the conveyances and the location of the legal title.

* * *""

In the same case the court quoted with approval the following from Morrison v. Mendenhall, 18 Minn. 232:

"A conveyance of real estate, or of an interest therein, must run to some person (a corporation being regarded in law as a person), and a partnership, as such, not being a person, conveyances of real estate for the use and benefit of a partnership have usually and aptly been made to the individual partners jointly, as tenants in common "-citing

cases.

In Tidd v. Rines, 26 Minn. 201 (2 N. W. 497), the court said:

"As the legal title to real property can only be held by a person, or a corporate entity, which is deemed such in law, it follows that the conveyance in question vested no legal title or estate in the grantee therein named, because a partnership, as such, is not recognized in law as a person.

As therefore, under the laws of Minnesota, a conveyance to the partnership was not the proper mode of transferring title, it would be strange if the conveyance to the individual partners carried with it that significance and potency which counsel for defendants claim. On the contrary, it seems to me the rule is, as heretofore indicated, that, in the absence of express agreement, no one matter is conclusive upon the question of intention; and that, from all the facts, the court is to deduce and determine the real intent of the partners. See, also, Waterer v. Waterer, 15 L. R. Eq. 402.

The court below said that it should

appear:

"(1) That the property was purchased with partnership funds; and (2) that it was used by the partnership for its purposes. Both of these propositions should appear, and they should concur. Where the articles of partnership and the books of account fail to show the necessary facts, the inference that the lands held individually, or by part

ners as tenants in common, were in fact partnership property, can only be drawn from facts capable by no possibility of any other reasonable construction than that the land was purchased with partnership funds for partnership purposes."

In Merritt v. Dickey, 38 Mich. 41, Chief Justice CAMPBELL, at page 44, said:

"The law has always been settled in this State that real property which actually was designed to be, and which was in fact treated during the existence of the firm, as partnership assets, must be so regarded in equity, and the legal estate must be held by the heirs of a deceased partner as trustees for the equitable purposes of the firm."

We are of opinion that it is not necessary to show that the partnership property was purchased with partnership funds. Land standing in the name of an individual partner may have been contributed by him as his portion or a part of his portion to the firm assets. The true method of determining, as between the partners themselves, whether land standing in the name of the individuals is or is not to be treated as partnership property, is to ascertain from their conduct and course of dealing the understanding and intention of the partners themselves, which, when ascertained, should unquestionably control.

What was the understanding of the partners? They needed land with timber upon it for the success of their enterprise. They were met at the outset with the fact that they could not enter those lands in the name of the copartnership. The lands selected had at the time no known value except the timber standing thereon. As to Baldwin and Connolly, there can be no doubt that they considered all the lands so entered as partnership assets. They purchased, or believed they purchased, from Hull his interest not alone in the mill, but in the lands. When they sold thereafter, they sold not alone an interest in the mill and the lands standing in their individual names, but likewise an interest in the lands standing in Hull's name, and finally, when Connolly and the Hartmans, who had

purchased from Baldwin, sold to Johnson-still in the lifetime of Hull-they warranted title not alone to the lands held by themselves, but likewise to the lands standing in the name of Hull. We do not think it can be said that "the books of account fail to show the necessary facts." The books themselves at this late date could not be produced, and it is no more possible to say that they fail to disclose the necessary facts than it is to assert that they contain the necessary entries. That Hull's understanding and intention was the same as that of his partners-about which there can be no doubt-we think sufficiently appears. He was the least able of any of the three financially to sustain his proportion of the burden. The partnership contract shows that:

"The proceeds of lumber sold, after reserving the cost of sawing and furnishing, are to be applied, first, to the payment of bills," etc.

His letter of August 30, 1886, to A. R. Connolly, contains the following:

There

"I shall keep the work moving in your absence. is one fact that is plain to be seen: If the concern is made to pay for itself, we have got to put our shoulders to the wheel."

He (Hull), as before noticed, stood by and saw the lands to which he had legal title divested of their value, and purchased the product thereof. He knew of the conveyance of Baldwin to Oliver, and of Baldwin to the Hartmans, which dealt not alone with the timber, but with the lands themselves, to which he had title. In 1871, four years after he had left the copartnership, in appending a list of his assets to his will, he did not include the lands in question, although he did include 540 acres of land in Delta county, an undivided one-third interest in which he owned with R. A. Connolly, and he did include a note of Baldwin and Connolly for $560.38, which he had received for his interest in the copartnership. The fact that he omitted to include these lands is conclusive in the mind of the court as to his understanding. It cannot

be said that it was an oversight, because he included other lands which he owned with Connolly at the time. His attention thereby being directed to his relations with Connolly and their joint holdings, and by the mention of the note received from Connolly and Baldwin for the purchase of his interest in the copartnership, his attention was particularly drawn to the partnership enterprise. His failure to include the lands in question in this suit therefore is equivalent to a declaration on his part that he had no interest therein.

A further significant fact is that in the final account of his estate the lands are not included, although the schedule attached to the final account contains 29 descriptions, and recites that it is a schedule of the real estate belonging to the estate of Alfred Hull, deceased, remaining undisposed of and subject to the order of the court. Opposed to this mass of evidence is the fact that the legal title stands in the name of Alfred Hull, and that the defendants produced a tax receipt for the year 1870 in his name. No testimony is introduced tending to show under what circumstances Hull paid the taxes, or whether in fact he did pay them. His business relations with Baldwin and Connolly appear to have continued to be of an intimate character even after the dissolution of the partnership, and, as shown by his will, he was interested with Connolly in other lands. His estate continued to pay taxes on the lands for some years, but discontinued payment prior to 1888. His declarations made after the dissolution of the partnership, relied upon by the defendants, as to his continued ownership of the lands, when carefully examined, do not necessarily refer to the lands in question. He owned other lands in the vicinity referred to, and in making the statements relied upon may have had those in mind. In any event, they must be regarded as self-serving in character, and as such are entitled to little consideration from the court.

We think the case at bar should be considered, on the one hand, as if Baldwin and Connolly were the complain

ants, and, upon the other, as if Alfred Hull were the defendant. The complainants hold the title of Baldwin and Connolly, and the defendants rest upon the title of Alfred Hull. This being true, we are of opinion that the learned circuit judge, in relying upon the cases of Reynolds v. Ruckman, 35 Mich. 80, and Hammond v. Paxton, 58 Mich. 393 (25 N. W. 321), was in error. In each of those cases the rights of third parties, strangers to the copartnership, were involved; whereas, in the case at bar, as above intimated, it is the rights of the partners themselves, as between each other, we are called upon to determine.

It is clear to the court that, if Alfred Hull himself were standing as the defendant here asking affirmative relief at the hands of the court against these complainants, as the defendants at bar do, he would, under the state of facts set forth, be held to be estopped. While it is true that in this State title to real estate cannot be passed by estoppel (see Hayes v. Livingston, 34 Mich. 384 [22 Am. Rep. 533]), and such a defense cannot be relied upon in an action at law, nevertheless in equity the rule is different. In Hayes v. Livingston, supra, Chief Justice COOLEY said:

* *

"Equity may always compel the owner of the title to release it where that is the proper redress for a fraud committed by him in respect to the title. * And when one asserts that the owner of land ought to surrender it to him because of the owner's fraudulent acts and conduct, it is manifest that his claim is only an equitable claim, set up and asserted against the legal claim. The one has the legal title, and the other seeks to overthrow it by providing a superior equity. This he may be able to do in a court of equity; but we cannot admit that at law the legal title is not entitled to prevail."

Again, in Moran v. Palmer, 13 Mich. 367, the same judge said:

"It is a well-settled principle of equity that if a man, having a title to an estate which is offered for sale, knowingly allows another to sell it to a purchaser who supposes