STOCK COMPANY.] Any person of sound mind and not under any legal disability may be a part ner. An infant may enter into this, as into any other trading contract which may possibly turn out to his advantage. It may however be avoided by him on coming of age, though the person with whom he contracts will be bound. An alien friend may be a trader and sue in personal actions, and may therefore be a partner. But an Englishman domiciled m a foreign country at war with England, or an alien enemy, cannot be a partner with a person in this country ; at least he cannot sue in this country for a debt due to the firm. Married women are inca pacitated from entering into the contract of partnership ; and although they ure sometimes entitled to shares in banking houses and other mercantile concerns, yet in these cases their husbands are en titled to such shares, and become part ners. If parties share in the profit and loss, -they are partners, although one may bring into the trade money, another goods, and a third labour and skill, which was also the rule of the Roman law (Gains, iii. 149); and where one party is sole owner of goods and another sole disposer or manager of them, if they share the profits, they are partners. Every man who has a share of the profits of a trade must also bear his share of the loss; for a right to a share of the profit implies a liability to bear a share of the loss. Yet one partner may stipulate with the other partners to be free from all lia bility to loss, and such stipulation will hold good between himself and his part ners, which was also the rule of the Ro man law, though he will still be liable to all those who have dealt with the firm of which he is a member. Persons who jointly purchase goods are nut partners, unless they are jointly concerned in the profit or the produce arising from the sale of them. Partnership accordingly in cludes the notion of joint buying and joint selling for the purpose of making profit. The division of profits between or among partners may be in any propor tions that they agree upon. To constitute a man a partner on the ground of sharing profits, he must have an interest in the profits, as a principal in the firm ; if he only receive a portion of the profits, by way of payment for his labour, trouble, or skill as a servant or agent of the con cern, he is not a partner. Sometimes there may be a difficulty in determining whether a person is such a sharer in pro fits, according to the legal meaning of that term, as will make him a partner and consequently liable to bear his share of any loss.
If persons share the profits of a trade, it is presumed that they are partners, and as such, liable to all who deal with the firm, whatever be the private agreement among themselves. But they may repel the presumption of partnership by show ing that the legal relation of partnership among themselves does not exist. If a person allow his name to be used in a bu siness or in any other way consent to ap pear as a partner, he will be so considered w;th to other persons, whatever may be his agreement with the firm; and he will be equally responsible to third parties with the other partners, although he may not receive or be entitled to re ceive any of the profits. The ground of
this rule of law is clear and reasonable : a person must be considered bound by a contract, if he act in such a way as to make other contracting parties believe that he is a party to the contract ; and such is the case with a man who allows his name to appear as a member of a firm, as to all contracts and dealings which are necessary for carrying on the business of the firm.
A partnership at will is one which continues as long as the parties live and are able and willing to continue it; a partnership for a fixed term continues for the term if the parties live and are of le gal capacity to continue it. A partner ship at will may be dissolved at any time by the expressed will of any member of it, a rule which is derived from the Ro man law, and which is a necessary con sequence of the nature of the partnership contract. In such case the partnership is dissolved immediately upon notice given by any of the partners. The effect of such dissolution is to stop all new part nership dealings or contracts ; but the .partnership still continues for the purpose of completing all contracts already made, and all dealings or undertakings already commenced. On such dissolution, any partner is entitled to have the whole partnership stock, and the interest in the premises on which the business is carried on, converted into money, and to receive his share of the produce. In all cases, by the natural death of a partner, the part nership is dissolved, a rule also derived from the Roman law, as already stated ; it is also dissolved by a partner's civil, death, as his outlawry, or attainder for treason or felony ; and strictly speaking, the whole property is forfeited to the crown ; for the king never becomes joint tenant, or tenant in common with the other partner, and he is entitled to the whole ; but this right is seldom enforced against creditors or innocent partners. A marriage of a feme-sole trader is also a dissolution of a partnership at will. A partnership for a term may be dis solved before its expiration by the mu tual consent of the parties, by the decree of a court of equity, or by the bank ruptcy, outlawry, or felony of any of the partners. A court of equity will in some cases dissolve a partnership on the ground of incurable insanity in one of the part nership. A partner may agree that upon his death the business may be carried on beyond the legal period of dissolution in the hands of his children or other third parties, but this is properly an agreement for a new partnership. Partners cannot be relieved from future liabilities to third parties without notice to them and to the world in general that the partnership has ceased ; but in the case of a dormant part ner, if none of the creditors know that he is a partner, no notice of his retire ment from the firm is necessary ; and if it be known to some, notice to such only will b., sufficient. On the death of a part ner, Lotice of the dissolution to third parties is unnecessary.