Partnership

4 definitions found

From The Collaborative International Dictionary of English v.0.48 [gcide]:

  Partnership \Part"ner*ship\, n.
     1. The state or condition of being a partner; as, to be in
        partnership with another; to have partnership in the
        fortunes of a family or a state.
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     2. A division or sharing among partners; joint possession or
        interest.
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              Rome, that ne'er knew three lordly heads before,
              First fell by fatal partnership of power. --Rowe.
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              He does possession keep,
              And is too wise to hazard partnership. --Dryden.
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     3. An alliance or association of persons for the prosecution
        of an undertaking or a business on joint account; a
        company; a firm; a house; as, to form a partnership.
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     4. (Law) A contract 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
        adventure. --Kent. --Story.
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     Note: Community of profit is absolutely essential to, though
           not necessarily the test of, a partnership.
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     5. (Arith.) See {Fellowship}, n., 6.
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     {Limited partnership}, a form of partnership in which the
        firm consists of one or more general partners, jointly and
        severally responsible as ordinary partners, and one or
        more special partners, who are not liable for the debts of
        the partnership beyond the amount of cash they contribute
        as capital.
  
     {Partnership in commendam}, the title given to the limited
        partnership (F. soci['e]t['e] en commandit['e]) of the
        French law, introduced into the code of Louisiana.
        --Burrill.
  
     {Silent partnership}, the relation of partnership sustained
        by a person who furnishes capital only.
        [1913 Webster]

From WordNet (r) 2.0 [wn]:

  partnership
       n 1: the members of a business venture created by contract
       2: a contract between two or more persons who agree to pool
          talent and money and share profits or losses

From Moby Thesaurus II by Grady Ward, 1.0 [moby-thes]:

  124 Moby Thesaurus words for "partnership":
     Aktiengesellschaft, Bund, Rochdale cooperative, affiliation,
     aktiebolag, alignment, alliance, amalgamation, assemblage,
     association, axis, band, bloc, body, body corporate, business,
     business establishment, cahoots, cartel, chamber of commerce,
     coadunation, coalescence, coalition, cochairmanship, colleagueship,
     college, collegialism, collegiality, combination, combine,
     commercial enterprise, common market, community, compagnie,
     companionship, company, complicity, comradeship, concern,
     condominium, confederacy, confederation, confraternity,
     conglomerate, conglomerate corporation, conjunction, connection,
     consociation, consolidating company, consolidation, consortium,
     consortship, consumer cooperative, contribution, cooperative,
     cooperative society, copartnership, copartnery, corporate body,
     corporation, corps, cotenancy, council, credit union,
     customs union, diversified corporation, economic community,
     engagement, enterprise, federation, fellowship, firm, fraternalism,
     fraternity, fraternization, free trade area, freemasonry, fusion,
     gang, group, grouping, having a part, holding company, hookup,
     house, inclusion, incorporation, industry, integration,
     involvement, joint chairmanship, joint control, joint ownership,
     joint tenancy, joint-stock association, joint-stock company,
     league, machine, merger, mob, operating company, partaking,
     participation, plunderbund, political machine, pool,
     public utility, ring, sharing, society, sodality, sorority,
     stock company, suffrage, syndicate, tie-in, tie-up, togetherness,
     trade association, trust, unification, union, utility, voting
  
  

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

  PARTNERSHIP, contracts. An agreement between two or more persons, for 
  joining together their money, goods, labor and skill, or either or all of 
  them, for the purpose of advancing fair trade, and of dividing the profits 
  and losses arising from it, proportionably or otherwise, between them. 2 
  Bouv. Inst. n. 1435; Watson on Partn. 1; Gow on Partn. 2; see Civ. Code of 
  Lo. art. 2772; Code Civ. art. 1832; Forbes. Inst. of Scotch Law, part 2, B. 
  3, s. 3, p. 184; edit. Edin. 1722, 12mo.; Dolmat, Civ. Law, vol. 1, p. 85; 
  9. John. R. 488; Puffend. B. 5, c. 8; 2 H. Bl. 246; 1 H. Bl. 37; Ersk. Inst. 
  B. 3, t. 3, Sec. 18; Tapia, Elementos de Jurisp. Mercantil, p. 86; 5 Duv. 
  Dr. Civ. Fr. tit. 9, c. 1, n, 17; 4 Pard. Dr. Com. n. 966; 2 Bell's Com. 
  611, 5th ed.; Aso & Mann. Inst. B. 2, tit. 
       1. Sometimes partnership signifies a moral being composed of the 
  reunion of all the partners. 4 Pard. n. 966. As a partnership has a separate 
  existence as a person, it becomes liable to fulfill all its engagements, and 
  the partners are individually bound and responsible only on its default, as 
  sureties. 2 Bell's Comm. B. 6, c. 1, n. 4, p. 619, 5th ed. 
       2. Partnerships will be considered, 1st. In respect to their character 
  and extent, as they regard property. 2d. With relation to the number and 
  character of parties. 3d. As they are divided by the French code. 4th. As to 
  their creation. 5th. As to their object. 6th. As to their duration. 7th. As 
  to their dissolution. 8th. As to partnerships in Louisiana. 
       3.-Sec. 1. In respect to their character and extent, as they regard 
  property, partnerships maybe divided into three classes, namely: universal 
  partnerships; general partnerships; and limited or special partnerships. 1. 
  A universal partnership is one where the parties agree to bring into the 
  firm all their property, real, personal and mixed, and to employ all their 
  skill, labor, and services, in the trade, or business, for their common 
  benefit. This, kind of partnership is perhaps unknown in the United States. 
  5 Mason, R. 176. 
       4.-2. General partnerships are properly such, where the parties carry 
  on all their trade and business for their joint benefit and profit; and it 
  is not material whether the capital stock be limited or not, or the 
  contributions of the partners be equal or unequal. Cowp. 814. The game 
  appellation is given to a partnership where the parties are engaged in one 
  branch of trade only. 
       5.-3. Special partnerships, are those formed for a special or 
  particular branch of business, as contradistinguished from the general 
  business or employment of the parties, or of one of them. When they extend 
  to a single transaction or adventure only, such as the purchase and sale of 
  a particular parcel of goods, they are more commonly called limited 
  partnerships. The appellation is however given to both classes of cases 
  indiscriminately. Story, Partn. Sec. 75 
       6.-Sec. 2. When considered in relation to the number and character of 
  the parties, partnerships are divided into private partnerships and public 
  companies. 1. Private partnerships are those which consist of two or more 
  partners for some private undertaking, trade, or business. 
       7.-Sec. 2. Public companies are those where a greater number of 
  persons are concerned, and the stock is divided into a considerable number 
  of shares, the object embracing generally public as well as private 
  interests. This term is, however, perhaps loosely applied, as these 
  companies have for the most part the character of private associations. They 
  are either incorporated or not. The incorporated are to be governed by the 
  rules established in their respective charters. See Corporation. The 
  unincorporated are in general subject, to all the regulations of a common 
  private partnership. 
       8.-Sec. 3. In the French law, partnerships are divided into three 
  kinds, namely: 1. Partnerships under a collective name, that is, where the 
  name of the firm contains the names of all or some of the partners. 
       9.-2. Partnerships en commandite or in commendam; these are limited 
  partnerships, where one or more persons are general partners, and are 
  jointly and severally responsible with all their estates, and one or, more 
  other persons who furnish a part or the whole of the capital, who are liable 
  only to the extent of the capital they have furnished. The business is 
  carried on in, the name of the general partners. This species of 
  partnership, with some modifications, has been adopted in several of the 
  states of the American union. 3 Kent, Com. 34, 4th ed.; 2 Bouv. Inst. n. 
  1473, et seq. 
      10.-3. Anonymous partnerships are those in which all the partners are 
  engaged in the business, there is no social name or firm, but a name 
  designating the object of the association. The business is managed by 
  syndics or directors. Vide Poth. de Societe, h.t.; 5, Duv. Dr. Civ., Fr. 
  h.t.; Pardes. Dr: Com. h.t.; Code de Com. h.t.; Merl. Repert. h.t. In 
  Louisiana a similar division has been made. Civ. Code of Lo. h.t. 
      11.-Sec. 4. Partnerships are created by mere act of the parties; and 
  in this they differ from, corporations which require the sanction of public 
  authority, either express or implied. Aug. & Ames on Corp. 23. The consent 
  of the parties may be testified, either in express terms, as by articles of 
  partnership, or positive agreement; or the assent may be tacit, and to be 
  implied solely from the act of the parties. An implied or presumptive assent 
  has equal operation with one that is express and determined. And it may be 
  laid down as a general and undeniable proposition, that persons having a 
  mutual interest in the profits and loss of any business, or particular 
  branch of business, carried on by them, or persons appearing ostensibly to 
  the world as joint traders, are to be recognized and treated as partners, 
  whatever may be the nature of the agreement under which they act, or 
  whatever motive or inducement may prompt them to such an exhibition. 1 Dall. 
  269. 
      12. A community of property does not of itself create a partnership, 
  however that property may be acquired, whether by purchase, donation, 
  accession, inheritance or prescription. Civ. Code of Louis. art. 2777. Hence 
  joint tenants or tenants in common of lands, goods, or chattels, under 
  devises or bequests in last wills or testaments, and deeds or donations 
  inter vivos, and inheritances or successions, are not partners. Story, 
  Partn. Sec. 3. 
      13. Joint owners of ships are not, in consequence of such ownership, to 
  be considered as partners. Abbot on Ship. 68; 3. Kent, Com. 25, 4th ed.; 15 
  Wend. 187; and see Poth. De Societe, n. 2; 4 Pard. Dr. Com. n. 969; 17 Dur. 
  Dr. Fr. n. 320; 5 Duv. Dr. Civ. Fr. n. 33. 
      14.-The free and personal choice of the contracting parties is so 
  essentially necessary to the constituting of a partnership, that even 
  executors and representatives of deceased partners do not, in their 
  representative capacity, succeed to the state and condition of partners; 2 
  Ves. sen. 34; Wats. on Partn. 6; although a community of interest 
  necessarily exists between them and the surviving partners, until the 
  affairs of the partnership are wound up. 11 Ves. 3. When there is a positive 
  agreement at the commencement of the partnership, that the personal 
  representative or heir of a partner shall succeed him in the partnership, 
  the obligation will be considered valid. Coll. on part. B. 1; ch. 1, Sec. 
  11; Story, Partn. Sec. 5. 
      15.-Sec. 5. The object of the partnership must be legal. All 
  partnerships, therefore, which are formed for any purpose forbidden by law 
  or good morals, are null and void. But all the partners in such a 
  partnership  are jointly liable to third persons who may contract with them 
  without a knowledge of the illegal or immoral object of the partnership. 
  Civ. Code of Lo. art. 2775; 5 B. & A. 341 2 B. & P. 371; 3 T. R. 454; Poth. 
  Oblig. by Evans, vol. 2, page 3; Gow on Partn. 8; Wats. Partn. 131. 
  Partnerships are not confined to mere commercial trade or business; but 
  generally extend to, manufactures and, to all other lawful occupations and 
  employments, or to professional or other business. They may extend to all 
  the business of the parties; to a single branch of such business; to a 
  single adventure; or to a single thing. But there cannot lawfully be a 
  partnership in a mere, personal office, especially when it is of a public 
  nature, requiring the personal confidence in the skill and integrity of the 
  officer. Story, Partn. Sec. 81; Colly. Partn. 31. 
      16.-Sec. 6. Partnerships may be formed to last for life, or for a 
  specific period of time; they may be conditional or indefinite in their 
  duration, or for a single adventure or dealing; this depends altogether on 
  the will of the parties. The period of duration is either expressed or 
  implied, but the law will not presume that it shall last beyond life. 1 
  Swanst. 521; 1 J. Wils. R., 181. When a particular term is fixed, it is 
  presumed to endure until the period has elapsed; when no term is fixed, it 
  is presumed to endure for the life of the parties, unless previously 
  dissolved, by the acts of one of them, by mutual consent, or by operation of 
  law. Story, Partn. Sec. 84. When no time is limited for the duration of a 
  general trading partnership, it is a partnership at will, and may be 
  dissolved at any time at the pleasure of any one or more of the partners. 
      17.-Sec. 7. A partnership may be dissolved in several ways: when the 
  partnership is formed for a single dealing or transaction, it follows that 
  it is at an end so soon as the dealing or transaction in which the partners 
  jointly engaged is completed. Gow on Partn. 268; Inst. Lib. 3, tit., 26, s. 
  6. 
      18. Where a general partnership is formed, either for a definite, or an 
  indefinite period of time, the causes which may operate a destruction of it, 
  are various. In the case of a partnership limited as to its duration, it 
  may, in the intermediate time, before the restricted period of its 
  termination arrives, be dissolved either by the death, the confirmed 
  insanity, the bankruptcy of all or one of the partners, or it may endure the 
  stipulated period, and expire with the effluxion of time; but where the 
  partnership is unlimited as to its existence, although in the instances of 
  death or bankruptcy, it is determined, yet if they do not intervene, any 
  partner may withdraw himself from it whenever he thinks proper. Code, lib. 
  4, t. 37, 1, 5. 
      19. Besides the causes above stated for a dissolution, a partnership, 
  limited or unlimited as to its duration, may be dissolved by the decree of a 
  court of equity, where the conduct of some or all of the partners has been 
  such as not to carry on the trade or undertaking on the terms stipulated; 
  Gow on Partn. 269; or by the involuntary or compulsory, sale or transfer of 
  the partnership interest of any one of the partners. 17 John. R. 525. 
      20. In New York, it has been held that there is no such thing as an 
  indissoluble partnership, and that, therefore, any partner may withdraw at 
  any time; and by that act the partnership will be solved; the other party 
  having his action against the withdrawing partner upon his covenant to 
  continue the partnership; 19 Johns. R. 538. This doctrine is not in 
  accordance with the English law. Indeed it is even doubtful in New York. 
  Story, Eq. Jur. Sec. 668; Story, Partn. Sec. 275; 3 Kent Com. 61, 4th ed.; 1 
  Hoffm. Ch. R. 534. See Gow on Partn. 803, 305, and 4 Wash. C. C. R. 232. 
      21. It may also be dissolved by the extinction of the thing or object of 
  the partnership; or by the agreement of the parties. See Civ. Code of Louis. 
  art. 2847 Code Civ. B. 3, fit. 9, c 4 art. 1865 to 1872; 2 Bell's Com. 631 
  to 6414, 6th ed. See Dissolution. 
      22. The effect of the dissolution of the partnership is to disable any 
  one of the partners from contracting new obligations or engagements on 
  account of the firm. 1 Pet., R. 351; 3 McCord, 378; 4 Munf. 215; 2 John., 
  300; 5 Mason, 56; Harper, R. 470; 4 John. 224; 1 McCord, 338; 6 Cowen, 701. 
  But notwithstanding the dissolution there remain, with each of the partners, 
  certain powers, rights, duties, authorities, and relations between them, 
  which are indispensable to the complete arrangement and final settlement of 
  the affairs of the firm. The partnership must, therefore, subsist for many 
  purposes, notwithstanding the dissolution. Among these are, 1st. The 
  completion of an the unperformed engagements of the partnership. 2d. The 
  conversion of all the property, means and assets of the partnership, 
  existing at the time of the dissolution, for the benefit of those who, were 
  partners, according to their respective shares. 3d. The application of the 
  partnership funds, to, the liquidation of the partnership debts. Story, 
  Partn. Sec. 324. 
      23.-Sec. 3. By the laws of Louisiana, partnerships are divided, as to 
  their object, into commercial partnerships and ordinary partnerships 
  Commercial partnerships are such as are formed, 1. For the purchase of any 
  personal property, and the sale thereof, either in the same state or changed 
  by manufacture. 2. For buying and selling any personal property whatsoever, 
  as factors or brokers. 3. For carrying personal property for hire, in ships 
  or other vessels. Civ. Code of Lo. art., 2796. 
      24. Ordinary partnerships are, such as are not commercial; they are 
  divided into universal or particular partnerships. Id. art. 2797. 
      25. Universal partnership is a contract by which the parties agree to 
  make a common stock of all the property they respectively possess; they may 
  extend it to all the property real and personal, or restrict it to personal 
  only; they may, as, in other partnerships, agree that the property itself 
  shall be common stock, or that the fruits only shall be such; but property 
  which may accrue to one of the parties, after entering into the partnership, 
  by donation, succession, or legacy, does not become common stock, and any 
  stipulation to that effect, previous to the obtaining the property 
  aforesaid, is void. Code Civ. of Lo.art. 2800. 
      26. Particular partnerships are such as are formed for any business not 
  of a commercial nature. Id. art. 2806. The business of this partnership must 
  be conducted in the name of all the persons concerned, unless a firm is 
  adopted by the articles of partnership reduced to writing, and recorded as 
  is prescribed with respect to partnerships in commendam. Id. art 2808. 
      27. There is also a species of partnership which may be incorporated 
  with either of the other kinds, called partnership in commendam, or limited 
  partnership. Id. art. 799. Partnership in commendam is formed by a contract, 
  by which one person or partnership agrees to furnish another person or 
  partnership a certain amount, either in property or money, to be employed by 
  the person or partnership whom it is furnished, in his or their own name or 
  firm, on condition of receiving a share in the profits, in the proportion 
  determined by the contract, and of being liable to losses and expenses to 
  the amount furnished, and no more. Id. art. 2810. 
      28. Every species of partnership may receive such partners. It is 
  therefore a modification of which the several kinds of partnerships are 
  susceptible, rather than a separate division of partnerships. Vide Bouv. 
  Inst. Index, h.t.: Firm.