NAPOLEON BONAPARTE (1769-1821)

While Napoleon is chiefly known in history as one of the world's greatest military geniuses, he exercised his master mind with financial, political, and legal questions. The great reconstruction period in French history dates from the Consulate rather than from the Revolution.

Following the Treaty of Amiens, Napoleon devoted himself to reconstruction work: (a) the restoration of the Church, (b) the University, (c) the judicial system, (d) the codification of all the laws, (e) the bank of France, (f) the Legion of Honor.

While under arrest in 1794 he studied the civil law and on his release said, "I was saturated with Justinian and the decisions of the Roman legislators." As a result of his activities, the herculean task of codifying the laws was completed.

The Code Napoleon is known to all civilized nations of the earth.

124. Introduction. By way of introducing this subject, it will not be amiss to recall to mind the formation of contracts in general and their object, also the fact that the subject just completed, that of agency, lends an aid in the forming of contracts that from necessity and convenience were referred to the agent for consummation. In the present subject the main features of the two previous subjects will be found, that is, partnership agreements include contractual relationship of general contracts and the representation of agency.

In partnership each partner is an accredited agent for all. The act of one partner, within the scope of the business, is the act of all.

125. Object. The object of partnership agreements is two-fold: first, the association or combination whereby larger capital and more varied experience are brought together; second,

the forming of contracts by the representations of a partner acting as an agent.

The breadth and scope of human activities have assumed such vast proportions that frequently the capital and activity of a single individual would not produce sufficiently large returns, and as a consequence several parties unite in the one endeavor; for example, several investing money, others manufacturing experience, and others managerial ability. The combination makes possible greater undertakings and a proportionate lessening of operating expenses, thereby securing greater profits. It also provides for an economical division of labor, whereby the chief directing is done by an interested party, a partner, who has the contracting power and authority of an agent.

126. Definition. Partnership is a legal relationship whereby several parties are united, each investing and contributing to the success of the undertaking for the purpose of carrying on some industrial enterprise, the profits of which are to be shared by the partners.

The term co-partnership is frequently used interchangeably with partnership. The parties to the agreement are known as co-partners, or partners, and taken together they constitute a firm or house..

127. Other Definitions. "We define partnership as the combination by two or more persons of capital or labor or skill, for the purpose of conducting business for their common benefit."

"Partnership is the relation which subsists between persons carrying on a business in common, with a view of profit."

"Partnership, often called co-partnership, is usually defined to be a voluntary contract between two or more competent persons to place their money, effects, labor and skill, or some or all of them, in lawful commerce or business, with the understanding that there shall be a community of profits thereof between them."

128. For What Purpose Created. The partnership relationship may be created for the purpose of carrying on any lawful business. While partnership contracts were once confined

to trade and commerce merely, at the present time partnerships are formed for all conceivable enterprises-mining, farming, stock raising, lumbering, and professional occupations, such as medicine, law, dentistry, and the like.

If the relationship is for the purpose of furthering some unlawful purpose, the contracts so made are unenforceable. The rules laid down in the chapter on contracts relative to illegal undertakings are applicable here.

129. Who May Be Partners. The general rules of contracts prevail. Anyone capable of entering into a contract may, by agreement or by implication, become liable as a partner. Persons whose contracts are void or voidable are protected to the same extent in partnership.

1. Express. The relationship of partnership is one of contract or agreement and may be either express or implied, written or verbal. An express agreement is the result of a mutually expressed desire to be bound.

2. Implied. The contract of partnership may be established by implication, for the purpose of protecting or enforcing the rights of a partner or for the purpose of enabling a third person to enforce a contract. The former has in view the contract, the latter the protection of the third party, which is a question of public policy.

In order to establish a partnership contract, the third party must show, first, that the supposed partner has knowledge of the fact that he was being held out as a partner, and that it was with his consent; and second, that the third party so endeavoring to establish the relationship exercised reasonable care and prudence and relied on such conditions in good faith.

"If one is held out as a partner and he knows it, he is chargeable as one, unless he does all that a reasonable and honest man should do under the circumstances to assert and manifest his refusal, and thereby prevent innocent parties from being misled."

130. Division of Profits. The contract of partnership is primarily formed for the purpose of producing profits. To obtain