Gift PARTNERSHIP, 
9 
who grants the credit through confidence in him alone, 
has no recourfe, in cafe of his infolvency, againit the 
other partners. The)' are only anfwerable for the (hare 
of the adventure that belongs to the infolvent partner. 
If it he propofed to carry the adventure farther than ori¬ 
ginally agreed on, any partner may withdraw his intereft ; 
and, if it cannot be feparated from the others, may inlift 
that the whole fhall be brought to an ifl'ue. 
II. Standing Partner/hips, which are generally eftablifhed 
by written contract between the parties, where the (lock, 
the firm, duration, the divifion of the gain or lofs, and 
other circumllances, are inferred. 
All the partners are generally authorized to fign by 
the firm of the company, though this privilege may be 
confined to Tome of them by particular agreement. The 
firm ought only to be fubfcribed at the place where the 
copartnery is eftablifhed. If a partner has occafion, when 
nbfent, to write a letter relating to their affairs, he fub- 
fcribes his own nam efor the company. The (ignature of 
each partner is generally fent to new correfpondents ; 
and, when a**partner is admitted, his (ignature is tranf- 
jnitted, with an intimation of the change in the copart¬ 
nery, to all their correfpondents. 
No partner is liable to make good the lofs arifing from 
his judging wrong in a cafe where he had authority to 
acl. If he exceeds his power, and the event prove un- 
fuccefsful, he muff bear the lofs; but, if it prove fuccefs- 
ful, the gain belongs to the company : yet, if he acquaints 
the company immediately of what he has done, they mult 
either acquiefce therein, or leave him the chance of gain, 
as well as the rilk of lofs. 
Debts contracted under the firm of the company are 
binding on all the partners,.though the money was bor¬ 
rowed by one of them for his private ufe, without the 
confent of the reft. And, if a partner exceeds his power, 
the others are ■ neverthelefs obliged to complete his en¬ 
gagements; though they may render him refponfible for 
his mifbehaviour. 
A debt to a company is not cancelled by the private 
debts of the partner: and, when a partner becomes infol¬ 
vent, the company is not bound for his debts beyond 
the extent of his (hare. The debts of the company 3re 
preferable, on the company’s efteCfs, to the private debts 
of the partners. 
Partnership is generally diffolved by the death of a 
partner ; yet, when there are more partners than two, 
it may, by agreement, fubfift among the furvivors. 
Sometimes it is ftipulated, that, in cafe of the death of a 
partner, his place fhall be (applied by his (on, or fotne 
other perfon condefcended on. The contrail ought to 
fbecify the time and manner in which the furviving 
partners (hall reckon with the executors of the deceafed 
for, his (hare of the (lock, and a reafonable time allowed 
for that purpofe. 
When partnerfiiip is diffolved, there are often out- 
ftanding debts that cannot be recovered for a long time, 
and eftecls that cannot eafily be difpofed of. The part¬ 
nerfiiip, though diffolved in other refpeCls, ftiil fubfills 
for the management of their outftandlng affairs ; and 
the money arifing from them is divided among the part¬ 
ners, or their reprefentatives, when it is recovered. But, 
as this may protrail the final fettlement of the company’s 
affairs to a very inconvenient length, other methods are 
fotnetimes ufed to bring them to a conclulion, either in 
confequence of the original contraCl, or by agreement at 
the time of diffolution. Sometimes the debts and efteCls 
are fold by audlion ; fomelimes they are divided among 
the partners ; and, when there are two partners, one di¬ 
vides them into fhares, as equal as poffible, and the other 
choofes either (hare he thinks bed. 
Houles that have been long eftablifhed, often retain 
the old firm, though all the original partners be dead or 
withdrawn. But, if a partner withdraws from the trade, 
vet, for the credit of the houfe, leaves his name in the 
firm, it is at his own rifle; he is liable to all the debts and 
misfortunes of the remaining acting partners ; and many 
have differed feverely by this. 
A diffolution of partnerfiiip is generally performed by 
a deed of reparation regiftered in a public office, and by 
deftroying, or otherwife cancelling, the articles of part¬ 
nerfiiip, as by cutting out the names, &c. But the diflo- 
lution muft alfo be advertifed in the London Gazette ; 
and at the Gazette-office, the MS. of fucli advertifemerit, 
with the real fignatures of all the partners, mu ft remain. 
III. Companies, where the bufinefs is conduced by officers. 
There are many companies of this kind in Great Britain, 
chiefly eftablifned for purpofes which require a larger ca¬ 
pital than private merchants can command. The laws 
with refpeft to thefe companies, when not confirmed by 
public authority, are the fame as in partnerfhips, but the 
articles of their agreement ufually very different. The 
capital is divided into a certain number of fhares, whereof 
each partner may hold one or more, but is generally rC- 
ftricled to a certain number. Any partner may transfer 
his fliare ; and the company muft admit his affignee as a 
partner. T he death of the partners has no effeil on the 
company. No partner can a£l perfonally in the affairs of 
the company : but the execution of their bulinefs is in¬ 
truded to officers, for whom they are refponfible; and, 
when the partners are numerous, the fuperintendency of 
the officers is committed to directors chofen annually, or 
at other appointed times, by the partners. 
JV. Companies incorporated by authority. A royal char¬ 
ter is necefiary to enable a company to hold lands, to 
have a common feal, and enjoy the other privileges of a 
corporation. A charter is fometimes procured, in order 
to limit the rifle of the partners : for, in every private 
company, the partners are liable for the debts, without 
limitation ; in corporated focieties, they are only liable 
for their fhares in the dock of the fociety. The incor¬ 
poration of focieties is fometimes authorized by .aid of 
parliament : but this high authority is not necefiary, 
unlefs for conferring exclufive privileges. See thearticle 
Company, vol. iv. p. 873 & feq. 
Mr. Paley fays, “ I know of nothing upon the fubjeft 
of partn'erjhip that requires explanation, but how the 
profits are to be divided where one partner contributes 
money and the other labour, which is a common cafe. 
“ ilule .— From the dock of the partnerfiiip deduft 
the fum advanced, and divide the remainder between 
the moneyed partner and the labouring partner, in the 
proportion of the intereft of the money to the wages 
of the labour, allowing fuch a rate of intereft as money 
might be borrowed for upon the fame fecurity, and fuch 
wages as a journeyman would require for the fame labour 
and truft. 
“ Example .— A advances 1000!. but knovys nothing 
of the bufinefs ; B produces no money, but has been 
brought up to the bufinefs, and undertakes to conduct 
it. At the end of the year the flock and eftefls of the 
partnerfiiip amount to 1200I. confequently there are 
200I. to he divided. Now nobody would lend money 
upon the event of the bufinefs fucceeding, which is A’s 
fecurity, under 6 per cent, therefore A muft be allowed 
6oi. for the intereft of his money. B,’ before he engaged 
in the partnerfiiip, earned 30I. a-year in the fame em¬ 
ployment ; his labour, therefore, ought to be valued at 
30I. and the 200I. muft be divided between the partners 
in the proportion of 60I. to 30 ; that is, A muft receive 
133I. 6s. 8d. and B 661 . 13s. 4d. If there be nothing 
gained, A lofes his intereft, and B his labour, which is 
right. If the original flock be diminifhed, by this rule 
B lofes only his labour as before; whereas A lofes his in¬ 
tereft and part of the principal; for' which eventual dis¬ 
advantage A is compenfated, by having the intereft of 
his money computed at 6 per cent, in the divifion of the 
profit when there is any. It is true, that the divifion of 
the profit is feldom forgotten in the conftitntion of the 
partnerfiiip ; and is therefore commonly fettled by exprefs 
agreement; but thefe agreements, to be equitable, fhould 
4 purfue 
