& C. 140 ; 1 Mood. & R. 9 ; 19 Ves. Ch. 459 ; 17 Vt. 449. This rule of law arises not upon the ground of the real transaction between the partnere, but upon principles of general policy, to prevent the frauds to which credit ors would be liable if they were to suppose that they lent their money upon the apparent credit of three or four persons, when in fact they lent it only to two of them, to whom, without others, they would have lent nothing.
2 H. Blackst. 235 ; Dougl. Penn. 371 ; 2 W. Blackst. 998 ; 3 Kent, Comm. 32, 33 ; 6 Serg. & R. Penn. 259, 333 ; 16 Johns. N. Y. 40 ; 2 Des. So. C. 148 ; 2 Nott & So. C. 427 ; Collyer, Partn. 86 ; Watson, Partn. 26. It has been held that it is not necessary for a person charging a nominal partner to have been aware of the partnership at the time of the contract, 2 H. Blackst. 242 ; 3 Watts, Penn. 39 ; and this doctrine has been vindi cated on the ground that the object of the rule is to prevent the extension of unsound credit. Collyer, Partn. 86. But the doctrine has been very much questioned. See 1 Smith, Lead. Cas. Engl. ed. 507 ; 10 Barnew. & C. 140 ; 2 McLean, C. C. 347 ; Mood. & R. 9 ; 1 Barnew. & Ald. 11 ; 8 Ala. N. s. 560 ; 7 B. Monr. Ky. 456. The term " holding one's self out as partner" imports, at least, the voluntary act of the party holding himself out, Collyer, Partn. 97 ; 3 Conn. 324 ; 2 Carapb. 617 ; but no particular mode of hold ing himself out is requisite to charge a party. The usual evidence to charge a party in such cases is that he has suffered the use of his name over the shop-door, in printed notices, bills of parcels, and advertisements, or that he has done other acts, or suffered his agents to do acts, 37 N. H. 9, no matter of what kind, sufficient to induce others to believe him to be a partner. Collyer, Partn. 97 ; 3 McLean, C. C. 364, 549 ; 3 Campb. 310 ; 1 & B. 9 ; 6 Bingh. 776 ; 4 Moore & P. 713 ; 20 N. H. 453, 454 ; 39 Me. 157. If there be a stipulation that a person appearing to be a partner shall be liable to no loss, he of course will not be liable fL8 a partner to those who have absolute knowledge of such stipulation. 1 Campb. 404 ; 5 Brown, Parl. Gas. 489 ; Collyer, Partn. 98. But see 2 Chitt. Bail, 120. How knowledge of the terms of the 4reement under which parties are associated will affect third persons, ses 6 Mete. Mass. 93, 94 ; 6 Pick. Mass. 372 ; 15 Mass. 339 ; 4 Johns. N. Y. 251 ; 5 Cow. N. Y. 489 ; 28 Vt. 108.
5. Dormant partners are, when discovered; equally liable with those who are held out to the world as partners, upon contracts made during the time they participate in the profits of the business. 5 Scott, 619, 635 ; 4 Esp. 89 ;
1 Crompt. & J. Exch. 316 ; 5 Mas. C. C. 176 ; 9 Pick. Mass. 272 ; 5 Pet. 529 ; 2 Harr. & G. Md. 159 ; Chitty, Contr. 1860 ed. 262 ; 5 Watts, Penn. 454 ; 1 Dougl. 371 ; 1 H. Blackst. 37 ; 3 Price, Exch. 538. The principle upon which dormant partners are liable is that, as they have the benefit of a share in the profits which are a part of the fund to which a creditor looks for payment, they shall be bound by the burdens. 1 Stor. C. C. 371, 376 ; 5 Mae. C. C. 187, 188; 5 Pet. 574 ; 10 Vt. 170 ; 16 Johns. N. Y. 40 ; 16 East, 174 ; 1 H. Blackst. 31 ; 2 id. 247 ; Collyer, Partn. .g 18. Another reason given for holding them liable is that they might otherwise receive usurious interest without any risk. Lord Mansfield, 1 Dougl. 371 ; 4 East, 143 ; 4 Barnew. & Ald. 663 ; 3 C. B. 641, 650 ; 10 Johns. N. Y. 226.
6. The general result of the authorities seems to be that persons who share the profits of the concern are prima facie liable as part ners to third persons : if they have not held themselves out, or allowed themselves to be held out, as partners, they may repel the pre sumption of partnership by showing that the legal relation of partnership inter se does not exist. Collyer, Partn. 85. This presump tion may be repelled by showing that the persons who receive a share of the profits are mere servants, agents, factors, brokers, or other persons receiving such share of the profits in lieu of wages or commission for their labor, trouble, or services. Collyer, Partn. N 25, 39 ; Story, Partn. N 33, 34, 49, 55 ; 4 Sandf. N. Y. 311 ; 14 Pick. Mass. 195 ; 6 Metc. Mass. 91 ; 12 Conn. 69 ; 2 M'Cord, So. C. 421 ; 3 Wile. 40. But see 38 N. H. 287, The officers and crews of whaling and other fishing vessels, who are to receive certain pro portions of the produce of the voyage in lieu of wages, 4 Esp. 182 ; 17 Mass. 206 ; 3 Pick. Mass. 435 ; 4 id. 234 ; 14 id. 195 ; 23 id. 495 ; 3 Stor. C. C. 112 ; 2 Younge & C. Exch. 61; captains of merchant-ships who, instead of wages, receive shares in the profits of the adventures on which they sail, 4 Maule & S. 240, or who take vessels under an agreement with the owners to pay certain charges and receive a share of the earnings, 6 Pick. Mass. 335 ; 16 Mass. 336 ; 7 Me. 261, persons making shipments on half-profits, and the like, 17 Mass. 206 ; 14 Pick. Mass. 195, have gene rally been held not to be partners with the own ors.