See also:

• PARTNERSHIP (earlier forms, partener, parcener, from Late Lat. partionarius for partitionarius, from partitio, sharing, pars, part)

2, See also:

• PRO

It was mostly the result of See also:

• JUDGE (Lat. judex, Fr. juge)

The act also contains several subsidiary rules for determining the existence of a partnership. These rules are of a fragmentary nature, and for the most part are expressed in a negative form; they have not introduced any change in the law. Co-ownership of property does not of itself create a partnership, nor does the 'sharing of See also:

• GROSS

13 App. Cas. 315). Partners are called collectively a " See also:

• FIRM

If there be such an agreement, no act done in contravention of it is binding on the firm with respect to persons who have See also:

• NOTICE

The liability of partners for the obligations of their firm arising ex delicto, is joint and several. The authority of a partner to bind his co-partners commences with the partnership. A person therefore who enters into a partnership does not thereby become liable to the creditors of his partners for anything done before he became a partner. But a partner who retires from a firm does not thereby cease to be liable for debts or obligations incurred before his retirement. He may be discharged from existing liabilities by an agreement to that effect between himself and the members of the firm as newly constituted and the creditors. This agreement may be either express or inferred as a fact from the course of dealing between the creditors and the new firm. The other ways in which a partner maybe freed from partnership liabilities incurred before his retirement are not peculiar to partnership liabilities, and are not therefore dealt with by the Partnership Act. A continuing guaranty given to a firm, or in respect of the transactions of a firm, is, in the absence of agreement to the contrary, revoked as to the future by a change in the firm. The See also:

• REASON (Lat. ratio, through French raison)

The continued use of a deceased partner's name does not impose liability on his estate. Partners may agree what shall and what shall not be partnership property, and can by agreement convert partnership property into the separate property of the individual partners, and See also:

• VICE

On a See also:

• DISSOLUTION (from Lat. dissolvere, to break up into parts)

A partnership is in every case dissolved by any event which makes the partnership or its business unlawful. The court may order a dissolution in any of the following cases, viz.: When a partner is found lunatic or is of permanently unsound mind, or otherwise permanently incapable of performing his duties as a partner; when a partner has been guilty of conduct calculated to injure the partnership business, or wilfully or persistently breaks the partnership agreement, or so conducts himself in partnership matters that it is not reasonably practicable for his partners to carry on business with him; when the partnership can only be carried on at a loss; and lastly, whenever a dissolution appears to the court to be just and equitable. The act is silent as to the effect of the See also:

• ASSIGNMENT, ASSIGNATION, ASSIGNEE

To enforce these rights, any partner or his representatives may apply to the court to wind up the partnership business. It was well established before the act, and is still law, that in the absence of special agreement the right of each partner is to have the partnership property—including the goodwill of its business, if it be saleable—realized by a sale. The value of the goodwill depends largely on the right of the seller to compete with the purchaser after the sale. The act makes no mention of goodwill, but the rights of a seller in this respect were fully discussed in the See also:

• HOUSE
• HOUSE (O. Eng. hiss, a word common to Teutonic languages, cf. Dut. huis, Ger. Haus; in Gothic it is only found in gudhiss, a temple; it may be ultimately connected with the root of " hide," conceal)

In the absence of fraud or misrepresentation, the court cannot make such an order when the partnership was at will, or, being for a fixed term, has been terminated by death or by reason of the misconduct of the partner who paid the premium; nor can it do so if terms of dissolution have been agreed upon, and the agreement makes no See also:

• PROVISION (Lat. provisio)

In the absence of any special agreement on a final settlement of accounts between partners, losses (including losses of capital) are paid first out of profits, next out of capital, and lastly by the partners in the proportions in which they share profits. The assets of the firm, including all sums contributed to make up losses of capital, are applied in paying the debts and liabilities of the firm to persons who are not partners; then in paying to each partner rateably what is due from the firm to him, first for advances and next in respect of capital; and the ultimate See also:

• RESIDUE (through the French, from the Lat. residuum, a remainder, from residere, to remain)

Any persoi making a false return for the purpose of See also:

• REGISTRATION

But, though the company must first be discussed, See also:

• DILIGENCE

The law in the United States permits the existence of limited partnerships, corresponding to the societes en commandite established in See also:

• FRANCE
• FRANCE, ANATOLE (1844– )

2800). In some states the English law as it stood before Cox v. Hickman is followed, and participation in profits is still regarded as the test of partnership, e.g. Leggett v. See also:

• HYDE
• HYDE, THOMAS (1636-1703)

A corporation cannot become a partner in any mercantile adventure, unless specially authorized by See also:

• CHARTER (Lat. charta, carta, from Gr. Xap-rns, originally for papyrus, material for writing, thence transferred to paper and from this material to the document, in O. Eng. boc, book)