and Philip II., kings of Spain; of the judgments of Oleron; of the ordinance of Wisbuy, and of the Teutonic Hanse; of the insurance codes of Antwerp and Amsterdam; of the Guidon, and of all the French ordinances prior to the year 1660. This magnificent repository of commercial science is supposed to have been the true and solid foundation of the fabric erected by artists who had too much modesty to make their work the vehicle of their own immortality. Every commercial nation has rendered homage to the wisdom and integrity of the French ordinance of the marine; and they have regarded it as a digest of the maritime law of civilized Europe. Valin has written a commentary upon every part of it; and it almost rivals the ordinance itself in the weight of its authority, as well as in the equity of its conclusions. (a)

* In addition to these general codes of commercial legisla- *18 tion, there have been a number of local ordinances of distinguished credit, relating to nautical matters and marine insurance, such as the ordinances of Barcelona, Florence, Amsterdam, Antwerp, Copenhagen, and Königsberg. There have also been several treatises on nautical subjects by learned civilians in the several countries of Europe, which are of great authority and reputation. (a)

The English nation never had any general and solemnly enacted code of maritime law, resembling those which have been

(a) The ordinance has been translated and printed in England, and published in the collection entitled Sea Laws; and it is annexed to the second volume of Judge Peters's Admiralty Decisions in the District Court of Pennsylvania. It has been redigested, with some few modifications and additions, in the new Commercial Code of France of 1807; and that code was translated by Mr. Rodman, and published in the city of New York in 1814. The commercial code was presented to the French legislative body by the counsellors of state in 1807, as having been conceived, meditated, discussed, and established, by the inspiration of the greatest man in history, the Hero-Pacificator of Europe, while he was bearing his triumphant eagles to the banks of the astonished Vistula; and yet, in contradiction to much of this adulation and incense, the code will be found, upon sober examination, to be essentially a republication, in a new form, of the ordinance of 1673, relative to negotiable paper, and of the maritime ordinance of 1681, digested under the orders of Colbert, and illustrated by the commentaries of Valin. It is entitled, however, to the merit of some improvements on the former ordinances, and 'of being more comprehensive in its plan and execution; for it embraces the subjects of partnership, common carriers, bankruptcy, insolvency, and stoppage in transitu.

(a) These ordinances are collected by Magens, in the second volume of his Essay on Insurances; and Mr. C. Cushing, in a learned note to his translation of Pothier on Maritime Contracts of Letting to Hire, published at Boston in 1821, has alluded to the most distinguished writers in Italy, Spain, Portugal, France, Holland Germany, and Sweden, on maritime law. Note 55.

mentioned as belonging to the other European nations, and promulgated by legislative authority. This deficiency was supplied, not only by several extensive private compilations, (b) but it has been more eminently and more authoritatively supplied by a series of judicial decisions, commencing about the middle of the last century. These decisions have shown, to the admiration of the world, the masterly acquaintance of the English judiciary with the principles and spirit of commercial policy and general jurisprudence, and they have afforded undoubted proofs of the entire independence, impartiality, and purity of the administration of justice. The numerous cases in the books of reports which have arisen upon maritime questions resemble elementary treatises, in

the depth, extent, and variety of their researches, while they * 19 *partake, at the same time, of the precision and authority of legislative enactments. Lord Mansfield, at a very early period of his judicial life, introduced to the notice of the English bar the Rhodian laws, the Consolato del Mare, the laws of Oleron, the treatises of Roccus, the laws of Wisbuy, and, above all, the marine ordinances of Louis XIV., and the commentary of Valin. These authorities were cited by him in Luke v. Lyde, (a) and from that time a new direction was given to English studies, and new vigor and more liberal and enlarged views communicated to forensic investigations. Since the year 1798, the decisions of Sir William Scott (now Lord Stowell) on the admiralty side of Westminster Hall, have been read and admired, in every region of the republic of letters, as models of the most cultivated and the most enlightened human reason. The English maritime law can now be studied in the adjudged cases with at least as much profit, and with vastly more pleasure, than in the dry and formal didactic treatises and ordinances professedly devoted to the science. The doctrines are there reasoned out at large, and practically applied. The arguments at the bar, and the opinions from the bench, are intermingled with the gravest reflections, the most scrupulous morality, the soundest policy, and a thorough acquaintance with all the various topics that concern the great social interests of mankind. Nor has our learned profession in this country been wanting in

(b) Among the private treatises, the most distinguished are those of Malynes, Mol loy, Beawes, Postlethwayt, Magens, Wesket, Millar, Park, Marshall, Abbott, Chitty, Holt, Lawes, and Benecke

(a) 2 Burr. 882.

the study and cultivation of maritime law. Our improvement has been rapid and our career illustrious since the adoption of the present constitution of the United States. There have been several respectable treatises on subjects of commercial law, some of which we may notice when we are upon the branches to which they are applied. The decisions in the federal courts, in commercial cases, have done credit to the moral and intellectual character of the nation; and the admiralty courts in particular have displayed great * research, and a familiar knowledge of the 20 principles of the marine law of Europe. But I should omit doing justice to my own feelings, as well as to the cause of truth, if I were not to select the decisions in Gallison's and Mason's Reports, as specimens of pre-eminent merit. They may fairly be placed upon a level with the best productions of the English admiralty for deep and accurate learning, as well as for the highest ability and wisdom in decision.

*

The reports of judicial decisions in the several states, and especially in the states of Massachusetts, New York, and Pennsylvania, evince great attention to maritime questions; and they contain abundant proofs that our courts have been dealing largely with the business of an enterprising and commercial people. Maritime law in these states became early and anxiously an object of profes sional research. If we take the reports of New York in chronological order, we shall find that the first five volumes occupy the period when Alexander Hamilton was a leading advocate at our bar. That accomplished lawyer (for it is in that character only that I am now permitted to refer to him) showed, by his precepts and practice, the value to be placed on the decisions of Lord Mansfield. He was well acquainted with the productions of Valin and Emerigon; and if he be not truly one of the founders of the commercial law of this state, he may at least be considered as among the earliest of those jurists who recommended those authors to the notice of the profession, and rendered the study and citation of them popular and familiar. His arguments on commercial as well as on other questions were remarkable for freedom and energy; and he was eminently distinguished for completely exhausting every subject which he discussed, and leaving no argument or objection on the adverse side unnoticed and unanswered. He traced doctrines to their source, or probed them to their foundations, and at the same time paid the highest deference and respect to sound author

ity. The reported cases do no kind of justice to his close and accurate logic; to his powerful and comprehensive intellect; *21 *to the extent of his knowledge, or the eloquence of his

illustrations. We may truly apply to the efforts of his mind. the remark of Mr. Justice Buller, in reference to the judicial opinions of another kindred genius, that "principles were stated, reasoned upon, enlarged, and explained, until those who heard him were lost in admiration at the strength and stretch of the human understanding."

LECTURE XLIII.

OF THE LAW OF PARTNERSHIP.

PARTNERSHIP Contracts have been found by experience to be convenient to persons engaged in trade, and useful to the community. Merchants are thereby enabled to consolidate their credit and extend their business. With the aid of joint counsel and accumulated capital, a spirit of enterprise is sensibly awakened, and boldness of plan and vigor of exertion communicated to mercantile concerns. Partnerships have grown with the growth and multiplied with the extension of trade; and the law by which they are regulated has been improved by the study and adoption of the best usages which the genius of commerce has introduced. It has also been cultivated and greatly enlarged, under a course of judicial decisions, until the law of partnership has at last attained the precision of a regular branch of science, and forms a distinguished part of the code of commercial jurisprudence.

In treating of this subject, I shall consider, (1.) The nature, creation, and extent of partnerships; (2.) The rights and duties of partners, in their relation to each other and to the public; (3.) The dissolution of the contract.

(1.) of the nature, creation, and extent of partnerships.

Partnership is a contract of two or more competent persons, to place their money, effects, labor, and skill, or some or all of

them, in lawful commerce or business, and to divide the * 24 profit and * bear the loss, in certain proportions. (a)1 The

(a) Puffendorf, Droit de la Nat. liv. 5, c. 8, sec. 1; Pothier, Traité du Contrat de Société, No. 1; Répertoire de Jurisprudence, art. Société; Story on Partn. § 2, 7 - 15. The French ordinance of 1673 required the contract of partnership to be reduced to writing and registered; but that was the introduction of a new rule; and the regulation had gone into disuse at the time of Pothier, though he considered it to be a sage provision. (Pothier, Ibid. Nos. 79, 82, 98.) The new French commercial code has re

1 Noyes v. Cushman, 25 Vermont, 390. Though no new member can be admitted into a firm without the consent of all the partners, yet a person who has obtained a share in the partnership stock can maintain a suit in Chancery for his share of the