limited by Statute of Limitation. Mutual authority of partners cease by bankruptcy. death or Partnerships for commercial and not for commercial purposes. Partnership obligations must be in the name of partnership firm. extinguished by the Statute of Limitations after the lapse of six years. By the death, bankruptcy, or insolvency of one partner, the mutual authority of partners to bind each other ceases, and the liability for each other's acts is at an end. FOREIGN LAWS. France. In partnerships in collective name, all the partners are responsible, to the full extent of their property, for all the engagements of the partnership, even where one of the partners only has signed the obligation, provided it be in the name of the partnership. In partnerships not for commercial purposes, partners are not bound in solidum for the social debts, and the partners have no implied authority to bind one another. All partners are bound in equal share, even if the share of one be less than that of the others, unless the deed has distinctly limited his obligation to the proportion of his share. Where the partners in a commercial partnership have entrusted to some of themselves, or to a third party, the signature of the firm, the partnership is bound only by the acts of such parties. All the acts of the managers, even their frauds if committed in the management of the business, bind all the partners, even although they have expressed their opposition to such business, provided there be no complicity between such third parties and the managers, and the managers have not acted in their own names. Where the partners have not conferred to any one of them in particular the right of contracting obligations for the partnership, or even, where they have made an agreement to that effect, and they have not published it, the act of each partner binds all the partners, because they are constituted as mutual agents, and they are deemed to have announced to the public that what may be done by one of them shall be considered as done by them all. The partnership is not bound by the acts of the managers, or of the partners, unless they are done in the name of the firm. As the firm is the true and only name which designates the partnership, and secures its individuality, it cannot consider as its own engagement what has been contracted in the name of another. Nevertheless, if a manager signs as the head of the house, he is deemed to have signed in the name of the partnership. The partnership is also bound by engagements, not contracted in its name, if it be clear that they were contracted on account of the partnership. The creditor of partners mutually bound may sue any of the partners and may discharge any of the partners of his own share. Yet the creditor must first sue the firm, and then go against the partners separately. Partners are not quite joint debtors, but are rather securities for the engagements of the firm (a). United States of America.-Though the law allows parties Liability of partners abto regulate their concerns as they please in regard to each other, solute. they cannot, by arrangement among themselv, control their responsibility to others; and it is not competent for a person who partakes of the profits of a trade, however small his share of those profits may be, to withdraw himself from the obligations of a partner. Each individual member is answerable in solidum to the whole amount of the debts, without reference to the proportion of his interest, or to the nature of the stipulation between him and his associates. When a person joins a partnership, as a member, he does not, without a special promise, assume the previous debts of the firm, nor is he bound by them. To render persons jointly liable upon a contract as partners, they must have a joint interest contemporary with the formation. of the contract (b). liability. partners. Germany.-Partners are bound, jointly and severally, and for Extent of all their property, for the obligations of the partnership. An agreement among the partners of a contrary effect has no force as against other persons. An in-coming partner is bound with In-coming all the other partners for the obligations which the partnership has contracted before he entered it, no matter whether the firm was altered or not. An agreement to the contrary would have no effect towards other persons. The partnership is bound by the acts done in its name by the managing partner, even where the business was not done in the name of the partnership, if it be shown that it was on behalf of the partnership. The partnership is not bound by the deed of the partner when he had no authority to act for the firm, but such restriction of authority would have no effect as respects third persons. The private creditors of a partner have no claim upon the partnership property, or (a) Pardessus, Droit Comm., vol. iii. p. 93. 36. (b) Kent's Comm., vol. iii. pp. 31- Liability of partners for each other's acts. Private property of partners at any portion of it, for their private debt. They can only claim the share belonging to the partner after the settlement of accounts. The same regulations apply in case of mortgages possessed by creditors on the property of a partner. To the debt due to the partnership, the debtor cannot set off the private debt due to him by a partner (a). Holland. In partnerships in collective names, the partners are bound to the full extent of their property, for the engagements of the partnership. But in partnership not for commercial purposes, partners are not bound in solidum for their social debts (b). Portugal.-Every commercial partner is bound to the full extent of his property for partnership debts. The engagements of the partnership are binding upon all partners. The act of one partner is the act of all. Engagements contracted by a partner not authorised to act on behalf of the company, where the exclusion has been duly published in the deed, would not be binding on the firm, unless they have benefited thereby. A partner may bind the firm even for his own private expenditure, if he borrows in the name of the partnership, but he would not bind the firm for any object foreign to the business of the partnership. An obligation entered into by one of the partners beneficial to the partnership is held as a separate and conjoint obligation. So a bill of exchange drawn upon the firm, and accepted by one of the partners in his own name, is binding on the firm. When a partner draws a bill in the name of the firm for the payment of a debt, part owing by the firm and part by himself, the partnership is only bound to the extent of its own obligation. A bill drawn in the name of the firm by one of the partners, for a private obligation, or for purposes foreign to the business, does not bind the other partners. No partner can bind his co-partners by deed without special authority. Nor can a partner bind his co-partners by a submission to arbitration (c). Spain. The same law prevails as in Portugal. The private property of the partner not invested in the partnership can be tachable only attached for the payment of the obligations contracted by the partnership only after the joint estate of the partnership has been exhausted (d). after the joint estate is exhausted. (a) German Code, §§ 113-121. (b) Dutch Code, § 18; Comm. Code, S$ 1679-1682; Civil Code. (c) Portuguese Code, §§ 663-692. (d) Spanish Code, § 352. of unlimited Switzerland: Canton of Lucerne.-In commercial partner- Presumption ships partners are always presumed to be bound in solidum for liability. the engagements of the partnership. Engagements contracted by the managing partners bind third parties towards the partnership, when such management has been entrusted to them by the deed of partnership. Persons who invest capital in a partnership, with a view to participate in the profits and losses, but who do not appear as partners, are only responsible for the sum they have invested. The partners whose names are included in the firm are all bound for all their property. In case of bankruptcy, creditors must first attach the joint capital of the partnership; if such capital is insufficient to satisfy these debts then they may attach the private property of the partners (a). SECTION XV. ARBITRATION CLAUSES. BRITISH LAW. clauses may The deed of partnership generally contains a clause to the Arbitration effect that in case any difference shall arise between the parties, be enforced. and they cannot agree, and determine the same between themselves, then the parties shall nominate and appoint two persons, one to be chosen by each, giving them power to determine such matters by their award in writing under their hands, and in case such persons cannot agree to determine the matter to them referred, within a specific time after the reference, that the same shall be referred to, and determined by, such other person as the two first referees shall for that purpose nominate and appoint umpire in the premises, who shall determine the same by writing under his hand, and the parties shall perform the award or arbitrament made by the arbitrators or their umpire without further trouble. When the deed of partnership contains such a clause to refer all future disputes to arbitration, if any of the partners commence an action at law or a suit in equity against the other parties, the Court may, on application by the defendant, stay all such proceedings (b). (a) Law of 21 October, 1833, §§ 684 -687. (b) Aitken's Arbitration; 6 Week. Rep. 145. Clause to refer suits to arbi tration. Cases of agreement. When arbitrator not appointed. Submission may be a rule of court. Negative clause illegal. Old French law. If, in any case of arbitration, the parties do not, after differences have arisen, concur in the appointment of an arbitrator, or if, where the parties or the arbitrators are at liberty to appoint an umpire, such parties or arbitrators do not appoint an umpire, in such cases the Court may after service proceed to appoint an arbitrator or umpire, with power to act in the reference and make an award as if it had been appointed by consent of all partners (a). When reference is to two arbitrators, one to be appointed by each party, and one party fails to appoint an arbitrator for seven days, the other party may appoint an arbitrator to act alone (b). Every agreement or submission in writing may be made a rule of court, unless a contrary intention appear (c). But although a clause to refer all future disputes to arbitration is now valid and may be enforced, a negative clause that neither party should bring an action before the arbitrator has made his answer is illegal, it being illegal, by any agreement between the parties, to withdraw the decision of the question from the determination of the ordinary tribunals of the country (d). FOREIGN LAWS. France.-The French code of commerce provided that every dispute among partners for causes connected with the partnership shall be settled by arbitration; but there was an appeal from the award unless there was a stipulation to the contrary. The appeal was before the royal court. The nomination of the arbitrators might be either by a private or by a notarial deed, by an extra-judicial act, or by the consent given in court. The time when the award was to be given was to be fixed by the parties when they nominated the arbitrators, and if they did not fix it, the same was to be fixed by the judges. In case of refusal by one or several of the partners to nominate the arbitrators, they were to be nominated officially by the Tribunal of Commerce. The parties were to deliver their papers and documents to the arbitrators without any formality of court; and any partner who delayed to deliver such papers was to be summoned to do so within ten days, (a) 17 & 18 Vict. c. 125, ss. 11—17. (d) Lee v. Page, Law Journal, Vol. 30, Ch. 857; Scott v. Avery, 8 Exch. 487; 4 H. L. Cas. 811. |