the acknowledged defects of common law, that the various statutes were passed regulating the formation, incorporation, and winding up of joint-stock companies. sent law. The law of partnership, notwithstanding the many changes Defects of preit has undergone of late years, is still wanting in some important respects. The recognition of the partnership firm as a moral person, or of private partnerships as quasi corporations, the registration of partnerships, a broader distinction between partnership and agency, and the introduction of the commandite principle, or of limited liability in private partnerships, these are points upon which the English law differs from that of most of the continental nations, and which are likely to be the subjects of further regulations. SECTION 1. AGREEMENT TO BECOME PARTNER. BRITISH LAW. become partners binding. An agreement to enter into a contract of partnership is Agreement to binding in common law, and a Court of equity would decree a specific performance of the contract, provided it be for a specific term of time (a), and provided it be concluded and mutually assented to (b), and that all the conditions of the contract are duly performed (c). conditions must be ful filled. Thus, where a prospectus has been issued and shares collected Provided all for a speculation to be carried on, provided a certain amount of capital is secured or subscribed to, a subscriber is not liable in the first instance unless the capital has been actually obtained (d). But if the parties show by their acts that they Acquiescence to departure have allowed or acquiesced in any departure from the original (a) M'Neill v. Reid, 9 Bing. 68; Anon., 2 Ves. 629; Hercy v. Birch, 9 Ves. 357; Buxton v. Lister, 3 Atk. 382; England v. Curling, 8 Beav. 129. The decree in this case went only in terms to the ordering a proper partnerships' deed to be executed, and the injunction was continued against one partner acting contrary to his agreement. Practically, the Court cannot compel partners to carry on business together. (b) Duke v. Andrews, 2 Exch. 290; Fox v. Clifton, 8 Bing. 726. (c) Dickinson v. Valpy, 10 B. & C. 112; Bourne v. Freeth, 9 B. & C. 640; Howell v. Brodie, 6 Bing. N. C. 44; Burnell v. Hunt, 5 Jur. 650, Q. B. (d) Pitchford v. Davis, 5 M. & W. 2; Gabriel v. Evill, 9 M. & W. 297; Wood v. Argyll, 6 M. & Gr. 928; Hamilton v. Smith, 5 Jur. N. S. 32. may be sufficient. conditions, and have acted as partners, whilst such conditions were unfulfilled, then the partnership would be held to exist (a). What is part nership. It is a voluntary contract. Must be formed for SECTION II. WHAT IS PARTNERSHIP. BRITISH LAW. Partnership is a voluntary agreement whereby two or more competent persons place or bind themselves to place in common money, goods, labour, or skill, or either or all of them, for the purpose of a lawful undertaking, and with a view to a mutual participation in profit and loss. Partnership is a voluntary contract of the parties and not a relation created by the operation of law or resulting from a community of interest or from joint tenancy in land or goods. Thus the creditors of a bankrupt united by a community of interest in the proceeds of the assets are not partners. Workmen compulsorily or spontaneously engaged to arrest the progress of a fire are not partners, though their wages should consist in a portion of the property saved to be divided among them. Partowners of ships are not partners (b). A partnership must, moreprofit and loss. over, be formed with a view to profit or loss. Clubs and other societies not founded for such purposes are not partnerships (c). Each partner must bring something valuable, though it may be in different proportions and in different kinds. The capital invested may consist of stock or effects, labour or skill, land or goods, or even the communication of a discovery in art or science, the use of a patent, or of a factory, or of a machine, any thing, in short, that is valuable for the promotion of the joint undertaking. Each partner must bring something. Must be for a A partnership must have a lawful object in view. A partnerlawful object. ship for smuggling or gambling or any other illegal object would be invalid. (a) Tredwen v. Bourne, 6 M. & W. 461; Galvanised Iron Company v. Westoby, 8 Exch. 17; Steigenberger v. Carr, 3 Scott, N. R. 466. (b) Ex parte Young, 2 Ves. & B. 242; Ex parte Harrison, 2 Rose, 76. (c) Caldicott v. Griffiths, 8 Exch. 898; Flemyng v. Hector, 2 M. & W. 172. FOREIGN LAWS. France.-Partnership is a contract by which two or more Definition of a partnership. persons agree to put something in common with a view to share any profit which may result from it. Every partnership must have a lawful object in view, and must be contracted for the mutual benefit of the parties. Every partner must bring either money or other property or labour (a). partnership. United States of America.-Partnership is a contract of two Definitions of or more persons to place their money, effects, labour, skill, or some or all of them in lawful commerce or business, and to divide the profit and bear the loss in certain proportions (b). Mexico.-A commercial partnership is a contract between two or more persons in virtue of which they become mutually bound for a certain time and under certain conditions to transact and prosecute conjointly various affairs in common risk, and account the profit and loss to be divided in proportion to the capital or labour invested by each partner at the expiration of the fixed term (c). Spain.-A contract of partnership by which two or more persons unite together their property and labour, or either, with the intention of dividing the profits, is applicable to all kinds of commercial operations, with the exception of the modifications and restrictions imposed by commercial law (d). SECTION III. KINDS OF PARTNERSHIP. BRITISH LAW. The law recognises only two kinds of partnerships, viz., private partnerships with no more than seven partners, and public partnerships or companies composed of any number of partners with limited or unlimited liability. FOREIGN LAWS. France. There is a difference between a civil and commercial partnership. A commercial partnership exists only where it is formed for any of the objects which are deemed acts of (a) Civil Code, §§ 1832 and 1833. p. 20, 8th ed. VOL. I. (c) Ordinance of Bilboa, § 1. E Private partnerships and companies. trade. There are three kinds of partnerships, viz.: 1st. Société en nom collectif, viz., that contracted by two or more persons for purposes of trade under a social firm. 2nd. Société en commandite, or that contracted by one or more persons responsible to the whole extent of their property, and one or more persons who simply invest in the partnership a certain amount of money. Such partnership is carried on under a social firm, which must include one or more of the responsible partners. 3rd. Société Anonyme, which is not carried on under a social firm or under the names of any of the partners, but under the name of the undertaking. It is managed by agents, partners, or nonpartners, who are only responsible for the due execution of the trust reposed upon them. The French commercial code recognises also Sociétés en participation, which are not carried on under a social firm or for any period of time, but consist merely in a participation of interest in certain operations. United States of America.-The law differs in different states. Commandite partnerships are allowed in Massachusetts, Connecticut, Pennsylvania, and New York. Germany. The code recognises general partnerships, commandite and dormant partnerships, and joint-stock companies. Netherlands.-There are in this country sociétés en nom collectif, commandite, anonyme, and associations en participation, the same as in France. Portugal. Besides the sociétés en nom collectif, en commandite, anonyme, and en participation, the law recognises a tacit partnership, which is supposed to exist when merchants meet together to carry on the same operations of trade, each bringing his capital and industry. The legal presumptions of the existence of such partnerships are, 1st, trading in common; 2nd, contracting and paying debts in common; 3rd, receiving money in common; 4th, sales and exchanges made in common; 5th, acquisition of property in common; 6th, public avowal of the existence of partnership; 7th, the choice by two or more persons of the same agent; 8th, the dissolution of the association as a partnership; 9th, the use of the pronouns "we" and "our" in the correspondence and books, and the use of a name with the addition of the words " & Co." Russia. There are in Russia collective partnerships, commandite partnerships, and anonymous partnerships. Spain. The Spanish law recognises three kinds of partnerships, viz., collective, commandite, and anonymous. Switzerland.-The Swiss cantons have very few laws on commercial partnerships. SECTION IV. PARTNERSHIP AS BETWEEN THE PARTIES AND TOWARDS THIRD PERSONS. BRITISH LAW. cessary to Actual intention is requisite to constitute a partnership Intention nebetween the parties (a). Thus, no partnership would be held partnership. to exist from the simple fact that the parties possess or buy property in common. But if goods are purchased in common with a view to resell them, and to divide the profit and loss, then a partnership would be deemed to exist, whatever may be the ultimate agreement respecting them (a). ficient. Holding property in common not sufIntention to resell in common for profit is sufficient. Participation of profit and loss as principal is partnership. Partnership would exist between the parties where each of them is to take a share of the profits indefinitely, and is to bear a proportion of the losses, with equal rights to act as principals. A community of interest in the profits and losses of the business as principals is the essence of partnership (b). To be a partner Title to acone must have such an interest in the profits and losses as will entitle him to an account, and give him a specified lien or preference in payment over other creditors (c). count. There may be a partnership of profit and loss without esta- Partnership, in profit and blishing a partnership in the capital stock (d). A contract of not in stock. partnership may be held to exist towards third persons, even Partnership among two though it may not exist as between the parties themselves; but wherever it exists among the parties themselves they are necessarily partners towards third persons. A contract of partnership would be presumed to exist as between the parties and between them and third persons wherever (a) Hazard v. Hazard, 1 Story, 371; Cope v. Eyre, 1 H. Bl. 37; Lake v. Gibson, 1 Eq. Ca. Abr. 290; Bone v. Pollard, 24 Beav. 283. (b) Ex parte Langdale, 2 Rose, 444 ; Pott v. Eyton, 3 C. B. 32; Heighoe v. Burge, 9 C. B. 431; Barry v. Nesham, 3 C. B. 641; Green v. Beesley, 2 Bing. (c) Katsch v. Schenk, 13 Jur. 668. 170. parties is partnership towards third persons. Partnership by a participation in the |