138. Mortgage of share in partnership.

If a partner mortgages his own share in a partnership1, the mortgagee takes subject to equities subsisting between the partners2.

An assignee of a share in a partnership is not, however, bound by a subsequent agreement between the assignor and another of the partners for the sale to that other partner of that share, even though that agreement is made in good faith3. A mortgage of a share in a partnership is not a mortgage of chattels but of a chose or thing in action, and need not be registered as a bill of sale4.

A mortgagee of a partner's share