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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 the 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 speci. fied 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
Silent 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
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 determination 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 desig. nated 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 ble Part- as such, and no private arrangements will control
liability, unless the partner has complied with the terms of Special Partnership.
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.
In the presence of
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 famil. iar to every citizen of the United States.
ABATEMENT, an allowance or discount. , BILL OF Entry, a list of goods entered ACCEPTANCE, an engagement to pay a at the custom-house.
draft or order, by writing across it BILL OF EXCHANGE, an order addressed the word "Accepted” and also the sig- to some person residing at a distance, nature of the acceptor.
directing him to pay a sum of money ACCOUNT, a statement of the debits and in consideration of value received. credits of a transaction.
When a commercial intercourse is ADMINISTRATORS, persons appointed carried on between two cities, as for
to manage the estate of an intes- example, New York and London, it tate.
will always happen that there are AD-VALOREM, according to the value of parties in each city, who are indebt
articles, not by weight, number, or ed to persons in the other: Thus, A package.
at New York, owes Y of London, ADVENTURE, consignment or shipment £300; and Z of London owes B of
of goods to be sold on commission. New York £200; and C of the same ADVICES, mercantile intelligence. place £100. Now, if A buys of B ALIENED, surrendered.
an order on Z for the payment of APPURTENANCES, things naturally con- £200, and of C an order on Z for the nected.
payment of £100, and remits these ARBITRATION, the investigation of a two orders to Y of London, the lat
cause by an official person, or by ter receives of Z the £300 due to persons mutually chosen by the con- him; and the respective claims are tending parties.
adjusted in a simple, safe, and expeASSESSMENTS, taxes levied on property. ditious manner. Assets, resources.
BILL OF LADING, a written statement ATTORNEY, one who acts for another; a of goods shipped, signed by the lawyer.
master of the vessel. ASSIGNMENT, a transfer of right, title, BILL OF SALE, a contract, or instrument or property.
by which a person transfers his inASSIGNEE, the person to whom an as- terest in goods and chattels to anosignment is made.
ther. ATTACHMENT, a legal claim on pro- Bills PAYABLE, one's own notes or obperty.
ligations in circulation. AWARD, judgment rendered by arbi- BILLS RECEIVABLE, other men's notes trators.
or obligations in our possession. BALANCE, the difference between the BLANK CREDIT, permission given by footings of an account.
one house to another, to draw on it BANKER, one who acts as agent for re- at pleasure, to a certain extent.
ceipts and payments of money. Bona Fide, in good faith. BARTER, to exchange one commodity Bond, an obligation. for another.
BOTTOMRY Bond, mortgage or lien upBEQUEATH, to leave by will.
on a vessel. BEHOOF, profit, advantage, benefit. BROKER, one who effects exchanges in BILL, applied to notes, drafts, &c.
money, stocks, &c.
BROKERAGE, the charges of a broker. Discount, an allowance made for CAPITAL, stock invested.
prompt payment, rate of loss. CHECK, an order for the payment of mo- DISHONORED, a bill is said to be dis
ney; usually addressed to a banker, honored, when payment or acceptCIRCULAR LETTER, a printed notice of ance is refused.
a house, in relation to its business. DIVIDENDS, shares in trade, gains. CLEARANCE, custom-house certificate or DRAFT, a bill drawn on a person for
permission to sail, given by the col- money, bill of exchange, check. lector.
DRAWER, the maker of a bill. COMMISSION, per-centage allowed for DRAWEE, the person on whom a bill is the sale or purchase of goods.
drawn. COMPOUND, to settle by mutual conces- DRAWBACK, an allowance made on the sion or loss.
fulfilment of certain conditions. CONDITIONS, terms of contract, articles DUPLICATE, a copy of a transaction or of agreement.
account. CONSIDERATION, the material cause of a Duty, a government tax on goods excontract.
ported or imported. CONSIGNEE, a person to whom goods EFFECTS, a part, or all of one's properare sent to be sold on commission.
ty, money, stocks, real estate, &c. CONSIGNMENT, (See Adventure). . ENCUMBRANCES, claims, things which Consul, an agent of government at a prevent absolute possession. foreign port.
ENDORSE, OR INDORSE, to write one's CONTRA, on the other side, opposite. name on the back of an instrument. CONVEYANCE, a transfer of property. ENDORSEE, the person to whom a bill CO-PARTNERSHIP, the union of two or is endorsed more persons in trade.
ENROLMENT, register. COVENANTS, terms of agreement, condi- Enseil, to place a seal. tions.
ENTRY, record of a transaction. COURSE OF EXCHANGE, the current or EvictION, forcible removal from pos
variable price which is paid in one session. country, for bills drawn on indi- ESTATE, property under control. viduals in another; it is below, at, or EXCHANGE, payment or receipt of mo
above par (See Par of Exchange). ney in one country, for a receipt or CREDIT, to enter on the right hand side payment of its equivalent in another; of an account.
a place where bankers, brokers, and CREDITOR, the person to whom a debt merchants assemble. is owed.
EXECUTE, to make binding, to carry inCustoms, duties levied on goods.
to effect. CUSTOM-HOUSE, an office for government EXECUTOR, a person appointed to exe
agents, who collect duties on goods. cute or carry into effect the will of a DEBENTURE, custom-house certificate, testator.
which entitles the shipper to a draw- FACE, the amount for which a bill is back on goods exported.
drawn. DEBIT, to enter on the left hand side of FAILURE, insolvency, or inability to pay an account.
debts. DEBTOR, a person who owes another. Favor, a bill is said to be in favor of the DEFAULT, neglect, refusal.
person to whom it is made payable. DEMAND, the act of calling for pay- FEUDAL, pertaining to estates in the
payment. DEMISE, to grant an interest.
FILED, recorded in an office for general DEMURRAGE, allowance per day for the
detention of a vessel in port, beyond FINANCE, pertaining to public revenue. the time agreed upon.
FIRM, a company of two or more perDEVISE, grant of land to take effect af- sons in trade; a house in copartnerter the death of the grantor.