PARTNERS

1 definition found

From Bouvier's Law Dictionary, Revised 6th Ed (1856) [bouvier]:

  PARTNERS, contracts. Persons who have united together and formed a 
  partnership. 
       2. Every person sui juris is competent to contract the relation of a 
  partner. An infant may by law be a partner. 5 B & A. 159; but a feme covert, 
  not being capable of contracting, cannot enter into partnership; and 
  although married women are not unfrequently entitled to shares in banking 


  houses, and other mercantile concerns, under positive covenants, yet when 
  this happens, their husbands are entitled to such shares, and become 
  partners in their steads. Whether a feme sole trader in Pennsylvania could 
  enter into such contract, seems not settled. See 2 Serg. & Rawle, 189; see 
  also, 2 Nott & McC. R. 242; 2 Bay, 162, 333; Code Civ. par Sirey, art. 220. 
       3. Partners are considered as ostensible, dormant, or nominal partners. 
  1. An actual ostensible partner is a party who not only participates, in the 
  profits and contributes to the losses, but.who appears and exhibits himself 
  to the world as a person connected with the partnership, and as forming a 
  component member of a firm. He is clearly answerable for the debts and 
  engagements of, the partnership; his right to a share of the, profits, or 
  the permitted exhibition of his name as partner, would be sufficient to 
  render him responsible. 6 Serg. & Rawle, 259, 337; Barnard. 343; 2 Blackst. 
  R. 998; 17 Ves. 404;. 18 Ves. 301; 1 Rose, 297; 16 Johns. R. 40; 3 Hayw. R. 
  78. 
       4.-2. A dormant partner is one who is a participant in the profile of 
  the trade, but his name being suppressed and concealed from the firm, his 
  interest is consequently not apparent. He is liable as a partner, because he 
  receives and takes from the creditors a part of that fund which is the 
  proper security to them for the satisfaction of debts, and upon which they 
  rely for payment. 16 Johns. R. 40. Another reason assigned for subjecting a 
  dormant partner to responsibility is, that if he were exempted he would 
  receive usurious interest for his capital, without its being attended with 
  any risk. 1 Dougl. 371; 4 East, R. 143; 10 Johns. R. 226; 4 B. & A. 663; 8 
  Man. Gr. & Scott, 641, 650. But in order to render one liable as a partner, 
  he must receive the profits as such, and not merely his wages; to be paid 
  out of the profits. Vide Profits. 
       5.-3. A, nominal partner is one who has not any actual interest in 
  the trade or its profits, but, by allowing his name to be used, he holds 
  himself out to the world as having an apparent interest. He is liable as a 
  partner, because of these false appearance he holds forth to the world in 
  representing himself to be jointly concerned in interest with those with 
  whom he is apparently associated. 2 H. Bl. 235; 1 Esp. N. P. O. 29; 6 Serg. 
  & R. 338; Watts. Partn. 26. 
       6. A partner in a private commercial partnership cannot introduce a 
  stranger into the firm as a partner without the consent of all the 
  copartners. If he should attempt to do so, this may make such stranger a 
  partner with the partner who has associated with such third person; this 
  will be a partnership, distinct from the first, and limited to the share of 
  that partner who has so joined himself with another. 2 Rose 255; Domat, de 
  la Societe, tit. 8, s. 2, n. 5. 
       7. As between the members of a firm and the persons having claims upon 
  it, each individual member is answerable in solido for the amount of the 
  whole of the debts contracted by the partnership, without reference either 
  to the extent of his own separate beneficial interest in the concern, or. to 
  any private arrangement or agreement that may exist between himself and his 
  copartners, stipulating for a restricted responsibility. 1 Ves. & Bea. 157; 
  9 East, 527; 5 Burr. 2611; 2 Bl. R. 947; 1 East, R. 20; 1 Ves. sen. 497; 2 
  Desaus. R. 148; 4 Serg. & Rawle, 356; 6 Serg. & Rawle, 333; Kirby, 53, 77, 
  147. In Louisiana, ordinary partners are not bound in solido for the debts 
  of the partnership; Civ. Code of Lo. art. 2843; each partner is bound for 
  his share of the partnership debts, calculating such share in proportion to 
  the number of the partners, without any attention to the proportion of the 
  stock or profits each is entitled to id. art. 2844. 
       8. Partners are bound by what is done by one in the course of the 
  business of the partnership. Their liability under contracts is commensurate 
  and coextensive with their rights. Although the general rule of law is, that 
  no one is liable upon any contract except such as are privy to it; yet this 
  is not contravened by the liability of partners, as they are imagined 
  virtually present at and sanctioning the proceedings they singly enter. into 
  in the course of trade; or as each is vested with a power enabling him to 
  act, at once as principal and as the authorized agent of his copartners. 
  Wats. Partn. 167; Gow. Partn. 53. It is doubtful, however, whether one can 
  close the business by a general assignment of the partnership property for 
  the benefit of creditors. Pierpont and Lord v. Graham. Cir. Court, April 
  1820, MS. Whart. Dig. 453, 1st ed.; 4 Wash. C. C. R. 232; see 1 Brock. R. 
  456; 3 Paige's R. 517; 5 Paige's R. 30; 1 Desaus. R. 537; 4 Day's. R. 425; 5 
  Cranch, 300; 1 Hoffm. R. 08, 511; Sto. Partn. Sec. 101; 2 Washb. R. 390. 
       9. One partner can, in simple contracts, bind his copartners in 
  transactions relative to the partnership. 7 T. R. 207; 4 Dall. 286; 1 Dall. 
  269. But a security given by, one partner, in the partnership name, known to 
  be for his individual debt, does not bind the firm. 2 Caines' R. 246; 4 
  Johns. R. 251; 4 Johns. R. 262, in note; 2 Johns. R. 300; 16 Johns. R. 34; 4 
  Serg. & Rawle, 397. Nor can one partner bind his copartners by deed; and 
  this both for technical reason and the general policy of the law. Wats. 
  Partn. 218; Gow on Partn. 83; 3 Murph. 321; 4 Sm. & Marsh. 261; 7 N. H. Rep. 
  549; 1 Pike, 206; 2 Harr. 147; 2 B. Monr. 267; 5 B. Monr. 47; 4 Miss. 417; 1 
  McMullen, 311; 3 Johns. Cas. 180; Taylor's R. 113; 2 Caines' R. 254; 2 
  Caines' Err. 1;. 2 Johns. R. 213; 19 Johns. R. 513; 1 Dall. 11,9. But see 6 
  Watts & Serg. 165, where it is said this rule admits of some 
  qualifications. The rule does not however apply to cases where the object is 
  to discharge a debt as due to it; as to give a general release by deed. 3 
  John. 68; 7 N. H. Rep. 550; 1 Wend. 326; 20 Wend. 251; 22 Wend. 324. It 
  seems to be an admitted principle, that one partner has no power to submit 
  to arbitration any matters whatsoever, concerning or arising out of the 
  partnership business. Story, Partn. Sec. 114; Com. Dig. Arbitrament, D 2; 3 
  Bing. R. 101; 1 C. M. & R. 681; 1 Pet. R. 222; 19 John. R. 137; 3 Kent, Com. 
  49, 4th ed. But in Pennsylvania, 12 S. & R. 243, and Kentucky, 3 Mont. R. 
  433, one, partner may by an unsealed, instrument refer any partnership 
  matter to arbitration, though he has no implied authority to consent to an 
  order for a judgment in an action against himself and his copartner. 3 Mann. 
  G. & Scott, 742. Nor has one partner the power to confess a judgment, or 
  authorize the confession of a judgment against the firm, when no writ has 
  been issued against both. 1 Wend. 311; 9 Wend. 437; 1 Blackf. 252; 1 Scamm. 
  428, 442. Such a judgment, however is binding on the one who confessed it. 2 
  Bl. R. 1133; 1 Dall. 119; 1 W. & S. 340, 519; 7 W. & S. 142; 2 Caines, 254; 
  20 Wend. 609; and see 7 Watts, 331; 1 W. & S. 519, 525; 2 Miles, 436; 1 
  Hoff. Ch. R. 525. 
      10. With regard to the tight of the majority of, the partners, when 
  there is a dissent among them, it may be laid down, 1. That when there are 
  stipulations on this subject, they must govern. Tum. & Russ. 496, 517. 2. In 
  the absence of all agreement on the subject, each partner has an equal 
  voice, though their interests be different, and a majority have a right to 
  conduct the business. 3 John. Ch. R. 400; 3 Chit. Com. Law, 236; Colly. 
  Partn. B. 2, c. 2, s. 1; Id. B. 3, c. 1, s. 262, Story Partn. 123. 3. When 
  there are only two partners, and they dissent, neither can bind the 
  partnership, when the person with whom they deal has notice of such 
  disagreement. 1 Stark. R. 164. See 1 Camp. R. 403; 10 East, R. 264; 7 Price, 
  Rep. 193; 6 Ves. 777; 16 Vin. Ab. 244. But this right of the majority is 
  confined to transactions in the usual scope of the business, and not to a 
  change of the articles of the partnership, for in such case all the partners 
  must consent, 4 John. Ch. R. 573. 
      11. The stock used in a joint undertaking by way of partnership in 
  trade, is always considered in common and not as joint property, and 
  consequently there is no survivorship therein; jus accrescendi inter 
  mercatores, pro beneficio commercii, locum non habet. On the death of one 
  partner, therefore, his representatives become tenants in common with the 
  survivor, of all the partnership effects in possession. But with respect to 
  choses in action, survivorship so far exists at law, as that the remedy or 
  right to reduce them into possession vests exclusively in the survivor; 
  although when they are recovered, the representatives of the deceased 
  partner have, in equity, the same right of sharing and participating in them 
  which their testator or intestate would have possessed had he been living. 1 
  Ld. Raym. 340. See 2 Dall. 65, 66, in note; 1 Dall. 248; 4 Dall. 354; 2 
  Serg. & Rawle, 494. 
      12. When real estate is owned by a partnership, it is held by the 
  partners subject in all respects to the ordinary incident's of land held in 
  common. 1 Sumn. R. 174; 7 Conn. 11; 5 Hill, (N. Y.) Rep. 118; 4 Mete. 537. 
  But in equity the partners may by agreement, express or implied, affect real 
  estate with a trust as, a partnership property, and, by that means, render 
  it in, equity subject to the rules applicable to partnership property as 
  between the partners themselves and all claiming under them. 2 Edw. R. 28; 2 
  Rand. R. 183; 7, S. & R. 438, 441; Conn. 11; 5 Metc. 582; 6 Yerg. 20. 
       See, generally, as to partners, 5 Com. Dig. Merchant, D; Bac. Abr. 
  Merchant, C; Wats. on Partn. passim; Gow on Partn. passim; Supp. to Ves. jr. 
  vol. 1, p. 36, 279 281, 312, 389, 449, 503; Id. vol. 2, p. 40, 314, 315, 
  317, 362, 364, 377, 384, 456; 1 Salk. 291, 392; 1 Swanst. R. 506, 9; 10 East 
  R. 265; 4 Ves. 396; 1 Hare & Wall. Sel. Dec. 292, 304; Civ. Code of Lo. B. 
  3, t. 11; Code Civ. L. 3, t. 9; Code de Proc. Civ. L. 1, t. 3; Chit. Contr. 
  66 to 82; Poth. Contrat de Societe; Bouv. Inst. Index, h.t. Vide Articles 
  of Partnership; Death of. a partner; Dissolution; Firm; Partnership.