62 



THE CENTURY BOOK OF FACTS. 



but the laws of New York permit evidence to 

 be submitted on rebuttal of this presump- 

 tion. 



Partnerships. " A partnership is aeon- 

 tract between two or more competent persons 

 for joining together their money, goods, labor 

 and skill, or any or all of them, under an 

 understanding that there shall be a communion 

 of profit between them, and for the purpose of 

 carrying on a legal trade, business, or adven- 

 ture. STORY. 



Partners : Any person of sound mind and 

 able to conduct ordinary business may enter 

 into a partnership. An infant may be a part- 

 ner, but in general he could incur no liability 

 and might disaffirm the contract at any time. 

 Married women can be partners only in such 

 States as have removed their disabilities. 



Partners are grouped as follows : 



Ostensible, those whose names are known 

 and appear as partners ; nominal, those who 

 appear to the world as partners, but who have 

 really no interest in the business. 



Nominal partners are responsible to all credi- 

 tors who gave the firm credit because of their 

 apparent connection with it. 



Dormant partners are those who do not ap- 

 pear to the world as partners, but are actually 

 interested in the business. They are liable to 

 creditors of the business. Special partners are 

 those who supply a certain amount of capital, 

 and on complying with certain requirements 

 are not liable for debts of the firm above the 

 amount they invest. 



Relations of Partners : Mutual respect, con- 

 fidence in the honesty, skill, judgment, and 

 good business instinct of each other must be 

 the basis of each partnership. On this ac- 

 count, if the partnership suffers through the 

 neglect of any partner, he is liable to the 

 others. He is liable in damages to the other 

 partners for any breach of partnership con- 

 tract. 



No partner has any right to engage in any 

 private business that will in any way operat.e 

 to the detriment of the partnership. 



The powers of all partners in ordinary cases 

 are equal and neither can exclude the other 

 from a share in the management of the busi- 

 ness or from the possession of partnership 

 property. 



A partnership can only exist by voluntary 

 contract, and no third party can be introduced 

 into the firm without unanimous consent. 



Foyer* of Partners : The acts of one partner 

 bind all the rest. Each partner has power to 

 transact any and all necessary business for the 

 partnership. The frauds of one partner bind 

 the firm, though the others have no knowledge 

 of his action. The partner should transact all 



business in the name of the firm, otherwise he 

 alone is liable. He has no power to bind the 

 partnership outside the transaction of the 

 regular business of the firm. The fraud of a 

 partner will not bind the partnership if the 

 third party is aware of the fraud or that the 

 partner is exceeding his authority. Each 

 partner is liable to third parties for partner- 

 ship debts to the extent of his whole private 

 property. 



Subject-matter : By this is meant the busi- 

 ness in which they have engaged. The es- 

 sence of the contract is, that the partners are 

 jointly concerned in the profits and losses, or 

 at least the profits of some legitimate business. 

 If the contract does not specify the manner of 

 division, they will be supposed to be divided 

 equally. 



Articles of Co-partnership. If the business 

 is extensive, or the relations to continue for a 

 great length of time, formal articles should be 

 adopted. Any form that clearly sets forth 

 the nature of the business, the investments of 

 each partner, the division of the profits and 

 losses, the powers and duties of each partner, 

 the commencement and termination of the 

 partnership, will answer the purpose. The 

 partnership commences at once if no other 

 time is specified. The laws of New York pro- 

 hibit the use of fictitious names in the firm 

 name. " & Co." cannot there be used unless 

 it represent an actual partner. If no time is 

 expressed for termination, the partnership is 

 presumed to be "at will" only, and may be 

 dissolved at any time. 



Dissolution. -This may take place by acts of 

 the parties, by judicial decree, by operation of 

 law. 



A partnership may be dissolved at any time 

 by mutual consent. If the partnership is for 

 any specified time it may be dissolved by one 

 partner refusing to act with the other, or by his 

 assigning his share to a third party. Such 

 assignment does not constitute the third party 

 a partner without the consent of all the others. 

 A partnership for a certain time expires when 

 that period is passed. 



The partnership could be dissolved by 

 judicial decree at any time for good and suffi- 

 cient reasons, as unfitness or inability of a 

 partner developed after the commencement of 

 the partnership, or should the business be im- 

 practicable or when founded in error. 



The law would operate to dissolve the part- 

 nership if one partner became insane, idiotic, 

 or in any way incapable of performing his 

 duties. 



All Yight, title and interest of any partner 

 may be sold under execution against him. 

 The bankruptcy of one partner would dissolve 



