PARTICLK. 



PARTNERSHIP. 



UM franco too has inherited from this wont the idiom r 

 The terra partksple i* howTr not Ty correct, as it often 

 dsaou* UM cuatmuatioa of an action or a state of being independent 

 of UM notion of time. A better phrmH is imptrfttt participle. This 

 participle is called by no* grammarians the urti'rr participle, but it is 



abo | ' ; thiw in the si|siim " he was bitildiog the home," the 



participle u active ; bat when w my " the home wai building," it 

 mutt be regarded a* a pa-are. In such sentences as the preceding 

 there U no ambiguity, but when we say - the man was killing," the 

 knowledge of the subject can alone enable us to determine whether the 

 man was active or passive. This ambiguity in the use of the partici- 

 ple in img has led to the modern practice, which U gaining ground, of 

 UM notion of a passive participle by means of the present 

 of the verb " to be" and the part tense of the verb which 

 to be employed, s "being loved,"" being praised," Ac., which 

 ezpnssions are certainly very awkward and unwarranted by the usage 

 of our bast writers, if they are nut absolutely wrong. 



The other participle in English is used to denote past time, and in 

 generally formed by adding or ed and rf, as broken, praac-d, Ac. 



PARTICLE, which is derived from a Latin word (parlicnla) mean- 

 ing a small part, is a term employed in grammar, but with rather an 

 uncertain signification. Some of the old grammarians included under 

 this name all the parts of speech except the verb and the noun, 

 namely, prepositions, adverbs, conjunctions, and interjections. Words 

 of this class are included under the term of " particles" by the Arabic 

 grammarians. According to this definition, such words as "vehe- 

 menter," " unexpectedly, ftc., would be considered particles ; which is 

 certainly contrary to the common notion which we attach to a 

 particle. In fact we seem to regard as particles all those small words 

 which serve to make the sense of a proposition more clear and precise, 

 though they might sometimes be omitted without rendering the mean- 

 ing unintelligible. To this class of words belong the Greek yt, apa, 

 TM, Jii, mr. 4c., the English total, yet, I'M, and, then, note, &c. 



PARTITION. [PABCEXEBS.] 



PARTITION TREATIES. [TREATIES, CHUO.VOLOOICAL TABLE OF.]. 



PARTNERSHIP may be defined to be a contract between two or 

 more persons for joining together their money, goods, labour, and 

 skill, or any or all of them, upon an agreement that the gain or loss 

 shall be divided between them ; and its object must be some legal 

 trade or transaction. The English law of partnership is founded on 

 the cummou law, the so-called law of merchants, and the Roman law. 

 By the common law, a partner has no power to bind bia co-partner by 

 deed. By the law of merchants, he has power to bind his co-partner 

 by a bill of exchange, and there is no survivorship in the partnership 

 stock. From the Roman law is derived the principle that a partner- 

 ship is terminated by the death of a partner. (Qaius, iii. 155.) 



If the judges have any doubt about the custom of merchants, they 

 may send to them to know their custom, as they may send for the 

 civilians to know their law ; but the judges only recognise those 

 customs of merchants that are general, not those that are particular 



We have here to speak of private unincorporated partnerships, to 

 constitute which no writing is necessary. The acU of the parties, when 

 there is no partnership contract in writing, are the evidence of the 

 contract. Partners may be either ostensible, nominal, or dormant. 

 lie whose name appears to the world as a partner is on ostensible part- 

 ner. An ostensible partner may or may not have an interest in the 

 concern ; if he has no interest in the concern, but allows his name to 

 appear as one of the firm, he is a nominal partner ; if bis name and 

 transactions as a partner are purposely concealed from the world, he is 

 a dormant partner ; but if his name and transactions are actually 

 unknown to the world, he is more properly termed a secret partner. 

 Generally speaking, any number of persons may be partners ; but there 

 are some exceptions, for which see the article on JOINT STOCK 

 COMI-AKIES. 



Any person of sound mind and not under any legal disability may 

 be a partner. An infant may enter into this, as into any other trading 

 contract which may possibly turn out to his advantage. It may, how- 

 ever, be avoided by him on coming of age, though the person with 

 whom he contracts will be bound. An alien friend may be a trader 

 and sue in personal actions, and may therefore be a partner. But an 

 Englishman domiciled in a foreign country at war with England, or an 

 alien enemy, cannot be a partner with a person in this country ; at 

 least be cannot sue in this country for a debt due to the firm. Married 

 women are legally incapacitated from entering into the contract of 

 partnership ; and although they are sometimes, under positive cove- 

 nant*, entitled to sham in banking-houses and other mercantile 

 concerns, yet in these cases their husbands are entitled to such shares, 

 and become partners. If parties share in the profit and loss they are 

 partner), although one may bring into the trade money, another goods, 

 and a third labour and skill, which was also tho rule of the Roman 

 law (Oaiua, iii. 149) ; and where one party is sole owner of goods and 

 another sole disposer or manager of them, if they share the profits, they 

 are |*rtnera in those profit*. Every man who has a share of the profits 

 of a trade must also bear his share of the loss ; for a right to a share of 

 the profit legally implies a liability to bear a share of the loss. Yet it 

 is not necessary to the partnership contract that every party should 

 undertake to share the loss, for one may stipulate to be free from all 



liability to loss, and such stipulation will hold good as between himself 

 and his co-contractors, which was also the rule of the Roman law, though 

 he will still be liable to all those who have dealt with the firm of which 

 he is a member. Persons who jointly purchase goods are not partners 

 unless they are jointly concerned in the profit or the produce arising 

 from the sale of them. It is not necessary that the division of profit 

 and loss among partners should be equal : it is sufficient that tho 

 parties share the profits, in order to render them partners. If they 

 share the profits, they are by consequence bound to share the losses. 

 But to constitute a man a partner on the ground of sharing profits, he 

 must have an interest in the profits, as a principal in the firm ; if he 

 only receive a portion of the profits, by way of payment for his labour, 

 trouble, or skill as a servant or agent of the concern, he is not a partner. 

 Factors and brokers who receive a commission out of the profits of 

 goods sold by them are not on that account partners with their prin- 

 cipals ; nor are persons who receive a certain share of the profits of an 

 adventure, as payment in lieu of wages for acting as servants, partners 

 in the adventure ; nor even are persons who receive wages in proportion 

 to the profits of the undertaking considered as partners. If a person 

 lend money to a firm, and receives an annuity or interest, certain as to 

 amount and duration, he is not a partner ; but if he were to receive on 

 annuity in lieu of the profits of the trade, and determinable on the 

 event of the trade ceasing, it seems that he would be considered as a 

 partner with the grantor of the annuity ; or if he received an annuity 

 varying in amount with the profits, he would be clearly a partner in 

 the coucern. 



The contract of partnership must be formed for the purpose of some 

 lawful trade, business, or adventure. If the subject of the contract be 

 illegal, there can be no partnership founded upon it, so as to give 

 the contractors a remedy against each other, or against third persons, 

 at law or in equity ; and if there be an illegal contract of partnership 

 which is not executed, but executory only, none who are parties to it 

 can by action or suit recover the money advanced for the purpose of 

 establishing the partnership. A contract originally entered into for 

 the purpose of evading the usury laws, and not bond fidt with the view 

 of partnership, could not, while those laws existed, be supported as a 

 legal contract ; nor can a partnership between attorneys, where one of 

 them is not duly qualified, be sustained. 



A person may stipulate not to be a partner, but if he shares tho 

 profit with those with whom he stipulates, he becomes a partner so far 

 as relates to his liability to a third party. And if persons be known to 

 share the profits of a trade, it is presumed that they are partners, and 

 as such liable to all who deal with the firm, whatever be the private 

 agreement among themselves. But they may repel the presumption 

 of partnership by showing that the legal relation of partnership among 

 themselves does not exist. If a person allow his name to be used in a 

 business, or in any other way consent to appear as a partner, he will 

 be so considered with respect to other persons, whatever may be his 

 agreement with the firm ; and he will be equally responsible to third 

 parties with the other partners, although he may not receive or be 

 entitled to receive any of the profits. The ground of this rule of law 

 is clear and reasonable : a person must be considered bound by a con- 

 tract, if he act in such a way as to make other contracting parties 

 believe that he is a party to the contract ; and such is the case with a 

 man who allows his name to appear as a member of a firm, as to all 

 contracts and dealings which are necessary for carrying on the business 

 of the firm. 



A partnership at will is one which continues as long as the parties 

 live and ore able and willing to continue it ^ a partnership for a fixed 

 term continues for the term if the parties live and are of legal capacity 

 to continue it. A partnership at will may be dissolved at any time by 

 the express will of any member of it, a rule which is derived from the 

 Romau law, and which is a necessary consequence of the nature of the 

 partnership contract. In'such case the partnership is dissolved imme- 

 diately upon notice given by any of the partners. The effect of such 

 dissolution is to stop all new ]<artnership dealings or contracts ; but 

 the partnership still continues for the purpose of completing all con- 

 tracts already made, and all dealings or undertakings already com- 

 menced. On such dissolution, any partner is entitled to have the 

 whole partnership stock, and the interest in the premises on which the 

 business is carried on, converted into money, and to receive his share 

 of the produce. In all cases, by the natural death of a partner, the 

 partnership is dissolved, a rule also derived from the Romau law, as 

 already stated : it is also dissolved by a partner's civil death, as his 

 outlawry, or attainder for treason or felony ; for an outlaw, being dead 

 in Law, incapable of entering into any contract, bringing any suit, or 

 holding any property, a partnership in which he is engaged is therefore 

 dissolved ; and, strictly speaking, the whole property is forfeited to the 

 crown ; for as the king never becomes joint tenant, or tenant in 

 common with the other partner, the crown takes the whole ; but this 

 right is seldom enforced against creditors or innocent partners. A 

 marriage of a feme-sole trader is also a dissolution of a partnership 

 at will. A partnership for a term may be dissolved before its expira- 

 tion by the mutual consent of the parties, by the decree of a court 

 of equity, or by the bankruptcy, outlawry, or felony of any of 

 the partners. A court of equity will in some cases dissolve a partner- 

 ship on the ground of incurable insanity in one of the partnership. A 

 partner may agree that upon his death the business may be carried on 



