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soever: and also, that they the said copartners shall and will from time to time, and at all times hereafter during the said term, pay, bear, and discharge equally between them, the rent of the shop which they the said copartners shall hire for Exthe purposes of the trade aforesaid, and without penses. any encroachment of or upon the said $6000. And that all such gain, profit, and increase, that shall come, grow, or arise for or by reason of the said trade and joint occupancy as aforesaid, shall be from time to time, during the said term, equally divided between them: And also, that all such loss as shall happen to the said trade by bad debts, ill materials, &c., without fraud, shall be paid and borne equally and proportionally between them.

And further, it is agreed by and between the said copartners, parties to these presents, that there shall be had and kept from time to time, and at all times during the said term, perfect, just, and true books of account, wherein each of visions.

nership, in which, by the contribution of a specified sum, and by conformity to certain legal. requirements, a partner shall not be liable farther than to the extent of his contribution; but he shall not actively engage in the partnership business.


The requirements are principally publication. and filing of a notice of the firm, names of partners, terms, amount of contribution, etc. Special Partnerships are quite common, and serve for Advaninvestments where the profits may be equal to what they would be, if the partner were in actual business, without risking more than the sum contributed.



A Special or Silent Partner is one who invests in the concern a certain sum, and receives profits Partner. arising there from without any use being made of

Books of

the said copartners shall duly enter and set down, as well all money by them received, paid out, and expended in and about the said trade on account of the said partnership, and all matters whatever pertaining thereto, which said books Account. shall be used in common between the said copartners, so that either of them may have access thereto without any interruption of the other, and also that they the said copartners shall once in three months at least, make, yield, and render each to the other, or to the executors of each other, a true, just, and perfect account of all profits and increase made, or losses sustained by them, or either of them, in the business of said. concern, and the same account so made shall and will clear, adjust, settle, &c., pay each unto the other at the time of making such account, the equal share belonging to him, so made as aforesaid, and at the end of the term of five years aforesaid, or other sooner deterinination of these presents, (by death or otherwise,) they, the said


his name, without his interference in the business, and without his incurring any liability farther than to the extent of his contribution or investment; an agreement thus made is termed Special Partnership.

A Silent Partner should not allow his name to appear in the ordinary business, not even designated by the term Co. or Company, for by so doing he would be considered an ostensible Partner, and therefore become liable for the debts of the firm. Those who are represented to the world Ostensi- as partners with their consent, will be considered as such, and no private arrangements will control liability, unless the partner has complied with the terms of Special Partnership.

ble Part


115. As a source of information for the general Student, additional to the Commentaries on

copartners, each to the other, or in case of the death of either of them, the surviving party, to the executors and administrators of the party deceased, shall and will make a true, and just, and final account of all things as aforesaid, and divide the profits aforesaid, together with the capital sum at first contributed and not then expended, and also all stock, whether of paper, skivers, or Account. tools, will equally divide, share and share alike, when all partnership debts have been paid, and all liabilities satisfied.

In witness whereof, we hereunto set our hands and seals this twenty-fifth day of May, one thousand eight hundred and fifty-one.



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American Law, (Art. 102), he is referred to the Constitution of the United States; and to the General residents of each State, a knowledge of their Constitution and Revised Statutes is of great importance. These constitute the foundation of our political fabric, and whoever understands them will be able to comprehend the modification of cases arising under them. To the students of Law, several treatises have been dedicated, and we may select as they have selected. It will Course not be expected that we shall further specify Reading. subjects, or mention particular treatises, otherwise, our suggestions might seem to assume a professional character. These outlines, however, for obvious reasons, should be distinct and familiar to every citizen of the United States.



ABATEMENT, an allowance or discount. ACCEPTANCE, an engagement to pay a draft or order, by writing across it the word "Accepted" and also the signature of the acceptor. ACCOUNT, a statement of the debits and credits of a transaction. ADMINISTRATORS, persons appointed to manage the estate of an intestate.

AD-VALOREM, according to the value of articles, not by weight, number, or package.

ADVENTURE, consignment or shipment of goods to be sold on commission. ADVICES, mercantile intelligence. ALIENED, surrendered. APPURTENANCES, things naturally connected.

ARBITRATION, the investigation of a cause by an official person, or by persons mutually chosen by the contending parties.

ASSESSMENTS, taxes levied on property. ASSETS, resources.

ATTORNEY, one who acts for another; a lawyer.

ASSIGNMENT, a transfer of right, title,

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BILL OF ENTRY, a list of goods entered at the custom-house. BILL OF EXCHANGE, an order addressed to some person residing at a distance, directing him to pay a sum of money in consideration of value received.

When a commercial intercourse is carried on between two cities, as for example, New York and London, it will always happen that there are parties in each city, who are indebted to persons in the other: Thus, A at New York, owes Y of London, £300; and Z of London owes B of New York £200; and C of the same place £100. Now, if A buys of B an order on Z for the payment of £200, and of C an order on Z for the payment of £100, and remits these two orders to Y of London, the latter receives of Z the £300 due to him; and the respective claims are adjusted in a simple, safe, and expeditious manner.

BILL OF LADING, a written statement of goods shipped, signed by the master of the vessel.

BILL OF SALE, a contract, or instrument by which a person transfers his in

terest in goods and chattels to another.

BILLS PAYABLE, one's own notes or obligations in circulation.

BILLS RECEIVABLE, other men's notes

or obligations in our possession. BLANK CREDIT, permission given by one house to another, to draw on it at pleasure, to a certain extent. BONA FIDE, in good faith. BOND, an obligation.

BOTTOMRY BOND, mortgage or lien upon a vessel.

BROKER, one who effects exchanges in money, stocks, &c.

BROKERAGE, the charges of a broker. CAPITAL, stock invested. CHECK, an order for the payment of money; usually addressed to a banker. CIRCULAR LETTER, a printed notice of a house, in relation to its business. CLEARANCE, custom-house certificate or permission to sail, given by the colÎector.

COMMISSION, per-centage allowed for the sale or purchase of goods. COMPOUND, to settle by mutual concession or loss.

CONDITIONS, terms of contract, articles of agreement.

CONSIDERATION, the material cause of a


CONSIGNEE, a person to whom goods

are sent to be sold on commission. CONSIGNMENT, (See Adventure). . CONSUL, an agent of government at a foreign port.

CONTRA, on the other side, opposite. CONVEYANCE, a transfer of property. CO-PARTNERSHIP, the union of two or more persons in trade. COVENANTS, terms of agreement, conditions.

COURSE OF EXCHANGE, the current or variable price which is paid in one country, for bills drawn on individuals in another; it is below, at, or above par (See Par of Exchange). CREDIT, to enter on the right hand side of an account.

CREDITOR, the person to whom a debt is owed.

CUSTOMS, duties levied on goods. CUSTOM-HOUSE, an office for government agents, who collect duties on goods. DEBENTURE, custom-house certificate, which entitles the shipper to a drawback on goods exported.

DEBIT, to enter on the left hand side of

an account.

DEBTOR, a person who owes another. DEFAULT, neglect, refusal.

DEMAND, the act of calling for paypayment.

DEMISE, to grant an interest. DEMURRAGE, allowance per day for the detention of a vessel in port, beyond the time agreed upon. DEVISE, grant of land to take effect after the death of the grantor.

DISCOUNT, an allowance made for prompt payment, rate of loss. DISHONORED, a bill is said to be dishonored, when payment or acceptance is refused.

DIVIDENDS, shares in trade, gains. DRAFT, a bill drawn on a person for

money, bill of exchange, check. DRAWER, the maker of a bill. DRAWEE, the person on whom a bill is drawn.

DRAWBACK, an allowance made on the fulfilment of certain conditions. DUPLICATE, a copy of a transaction or account.

DUTY, a government tax on goods exported or imported.

EFFECTS, a part, or all of one's property, money, stocks, real estate, &c. ENCUMBRANCES, claims, things which

prevent absolute possession. ENDORSE, OR INDORSE, to write one's name on the back of an instrument. ENDORSEE, the person to whom a bill is endorsed. ENROLMENT, register. ENSEAL, to place a seal. ENTRY, record of a transaction. EVICTION, forcible removal from possession.

ESTATE, property under control. EXCHANGE, payment or receipt of money in one country, for a receipt or payment of its equivalent in another; a place where bankers, brokers, and merchants assemble.

EXECUTE, to make binding, to carry into effect.

EXECUTOR, a person appointed to execute or carry into effect the will of a testator.

FACE, the amount for which a bill is drawn.

FAILURE, insolvency, or inability to pay debts.

FAVOR, a bill is said to be in favor of the

person to whom it is made payable. FEUDAL, pertaining to estates in the

middle ages.

FILED, recorded in an office for general

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