The oral transaction between plaintiff and Johnson does not violate the covenant against assignment of the contract. A covenant against assignment is not broken by the dissolution of a firm or the transfer of possession to one of the partners by the other, nor yet by a change in the firm by the admission or withdrawal of partners. Miller v. Pond, 214 Mich. 186, 183 N.W. 24, 17 A.L.R. 179; Tierney v. McKay, 232 Mich. 609, 206 N.W. 325; Roosevelt v. Hopkins, 33 N.Y. 81; Burleson v. Blankenship, 193 Wn. 547, 76 P.2d 614; also Lewis, Law of Leases, 438; Taylor on Landlord and Tenant, 8th Ed., ยง 489. But even if the oral contract between Johnson and plaintiff be treated as an assignment and therefore a violation of the provision prohibiting assignment, it does not follow that the contract is terminated thereby.
As to creditors of the association this statutory liability cannot be restricted by agreements entered into between the members of the association. Tierney v. McKay, 232 Mich. 609. When, as here, they expressly organize themselves for the purpose of doing business under this statute, the members of the association thereby bind themselves by the provisions of the statute and assume the liabilities imposed by it. The right of the court to appoint a receiver is not here challenged, nor could it be. Having been appointed, it was the receiver's duty to take over the assets of the association.
Under the circumstances in this case where plaintiff expended considerable sums of money and performed valuable labor over a period of many years in reliance of the contract being performed by the defendants, it was not error for the trial court to refuse to insert a forfeiture clause into the contract. Our law does not favor forfeitures and in order for a forfeiture to be recognized an agreement must contain clear and unequivocal language requiring it. Bilandzija v. Shilts (1952), 334 Mich. 421, 425, 426; Howard v. Hughes (1940), 294 Mich. 533, 538; Hersey Gravel Co. v. Crescent Gravel Co. (1933), 261 Mich. 488, 492; Tierney v. McKay (1925), 232 Mich. 609, 619, 620; Bonham v. Northwestern National Insurance Co. (1925), 230 Mich. 349, 353. Defendant Curtis Leighton has a right to terminate the contract for a material breach, but his judgment is not final. It is subject to judicial determination as to whether the alleged breach is a material one permitting a termination of the contract.