Partnership

A relation founded upon a contract between two or more persons to do business as individuals on joint, undivided account. A contract of two or more competent permerce or business, and to divide the profit and bear the loss in certain proportions.

3 Kent 23; Goldsmith v. Eichold, 94 Ala. 116, 10 South. 80, 33 Am. St. Rep. 97; Krall v. Forney, 182 Ta. 11, 37 Atl. 846.

This definition was criticised by Jessel, M. R., in 5 Oh. D. 472, on the ground that there may be partners who do not contribute any property, labor, or skill, as where a share is gi\on to the widow of a former partner. Pollock (Partnership 3) considers it the most businesslike and substantially accurate definition, and one which might be accepted, with some verbal condensation and amendment. A voluntary contract between two or more persons for joining together their money, goods, labor, and skill, or any or all of them, in some lawful commerce or business, under an understanding, express, or implied from the nature of the enterprise, that there shall he a communion of profit and loss between them, will constitute a partnership. Tolly. Part. § 2; Peecham v. Dodd, 3 Harr. (Del ) 485; Howell v. Tlarvey, 5 Ark. 278, 39 Am. Dec. 376 A legal entity formed by the association of two or more persons for the purpose of carrying on business together and dividing its profits between them.

Parsons, Pait., Heale’s ed. § 1. See 5 Oh. D. 158.

The relation which subsists between persons who have agreed to shaie the protits of a business carried on by all or any of them on behalf of all of them.

Colly. Part, 5th ed. 4.

Sir F

Pollock says: “The nearest approach to a definition which has been given by judicial authority in England is the statement that ‘to constitute a partnership the parties must have agreed to carry on business and to share profits in some way in common;'” but he adds that this principle “excludes several kinds of transactions which, at fir'-t sight, have some appearance of partnership.”

Poll Part. 4.

A contract of partnership is one by which two or more persons agree to carry on a business for their own benefit, each contributing property or services and having a community of interest in the profits. It is, in effect, a contract of mutual agency, each partner acting as a principal in liis own behalf and as agent for liis co partner.

Gray, J., in Karrick v. Ilannaman, 168 XJ. S. 331, 18 Sup. Ct 135, 42 D. Ed. 484.

An agreement that something shall be attempted witli a view to gain, and that the gain shall he shared by the parties to the agreement, is the grand characteristic of every partnership, and is the leading feature in every definition of the term. Ewell’s Lind. Part., 2d Am. ed. *2, where many definitions are collected. a view of profit, English Partnership Act, 1890. Nature and Characteristics. It has been said that “the various definitions have been approximate rather than exhaustive;” Meehan v. Valentine, 145 U. S. 611, 12 Sup. Ct 972, 36 L. Ed. 835. Partnership, though often called a contract, is in truth the result of a contract; the relation which subsists between persons who have so agreed that the profits of a business inure to them as co-owners. George, Pa it.

30.

— That a partnership is an entity, distinct from the partners, is the mercantile conception of a partnership; Liverpool, B. & R. P. Nav. Co. v. Agar, 14 Fed. 615; Hallow ell v. Bank, 151 Mass. 359, 28 N. E. 281, 13 L. R. A 315; Bank of Buffalo v. Thompson, 121 N. Y. 280, 24 N. E. 473; and such is the law where the civil law is in force; Succession of Pilcher, 39 La. Ann. 362, 1 South. 1)29; hut the distinction is rarely recognized under (he common law; Drucker v. Wellhouse, 82 Ga. 129, 8 S. E. 40, 2 L. R. A. 328; Adams v. Church, 42 Or 270, 70 Pac. 1037, 59 L. R. A. 782, 95 Am. St. Rep. 740; L. R. 14 Ch. 1L 122, where James, L. J, said, “it was not the lease of the firm, because there is no su< h thing as a firm known to the law.” See Bracken v. Dillon, Cl Ga. 243, 37 Am. Rep. 70; Henry v. Anderson, 77 Ind. 301; Fitzgerald v. Grimmell, Cl Ta. 20 1, 20 N. W. 179. In an action at law, at least, the partners alone are recognized as parties in interest, any change among them destroys the identity of the firm and what is called its property is their property, as are its debts and liabilities, in fact, theirs; a partner may be the debtor or creditor of his copartners, but not in law of his firm; 4 Myl. & C. 171; yet even at law certain doctrines arc explained only by recognizing the firm as an entity. The courts of equity show more recognition of the true character of a partnership; but even in equity this has not been made clear until recently. There is now, however, a strong disposition on the part of the courts to recognize the mercantile doctrine. Pars. Part., Beale’s ed. 2. In the construction of statutes the courts frequently uet upon the conception that a firm is a separate entity, as by treating as sufficient the filing of a chattel mortgage at the place of business of the firm where one partner resided, the other being a non-resident; Ilubbardston L. Co. v. Covert, 35 Mich. 255;

— or by holding mercantile firms included in the terms “any person or persons, or body corporate,” in a statute to regulate commercial paper; West v. Bank, 6 Ohio St 169. The notion that the firm is an entity distinct from its members has grown in popularity and has been confirmed by recent are debts of the members of the firm and that the individual liability of the members is not collateral, but primary; Francis v. Mc Neal. 228 U. S. 005, 33 Sup. Ct. 701, 57 Li. Ed. 1020. “The firm is the contracting party, not the individuals composing the firm; the credit is given to the firm; the partnership, the ideal person, formed by the union of interest, is the legal debtor. A partnership is considered in law as an artificial person, or being, distinct from the individuals composing it.” Hollingshead v. Curtis, 14