PARTNERSHIP. In Contracts. A voluntary contract between two or more per sons for joining together their money, goods, labor, and' skill, or any or all of them, in some laWful commerce or business, under an :understanding, express, or implied from the nature of the enterprise, that there shall be a communion of profit and loss between them, will constitute a partnership. Collyer, Partn. 2 ; 10 Me. 489 ; 3 Harr. N. J. 485 ; 5 Ark. 278.
2. The law of partnership, as administered in England and in the 'United States, reets on a founda tion composed of three materials,—the COMM on law, the law of merchants, and the Roman law. Collyer, Partn. 1.
kn agreement that something shall be attempted with a view to gain, and that the gain shall be shared by the parties to the agreement, is the grand oharacteristie of every partnership, and is the lead lng feature in every definition of the term. See 1 Itindley, Part°. 1, 6, where many definitions are collected.
But every association of persons engaged in trade with a view to share the profits arising there from is not necessarily a partnership it may be a co,poration. There are, however, important differ ences between a corporation and an ordinary part nership. A corporation is a fictitious person, created by special authority, and endowed by that authority with a capacity to acquire rights and to incur obligations as a single individual. It con sists of a number of persons ; but they transact business only collectively, as one fictitious whole, and that whole is treated as different from the pee sons composing it; whereas the rights and liabili ties of a partnership are the rights and liabilities o'f the partners, and are enforceable by and against them individually. 6 Ves. Clr. 773; 3 Yes. & B. Ch. Ir. 180.
3. In order', then, to oonatitute a partnership, properly so called, it is requisite—first, that there shall be two or more persons who have agreed that some business shall be carried on for their common profit ; and, secondly, that the profits shall be shared amonget them, not as members of a body corporate, but merely as individuals who have entered into an agreement to that effect. Although the usual
characteristics of an ordinary partnership are a community of interest in profits and losses, a com munity of interest in the capital te be employed, and a community of power in the manageMent of the business engaged in, still, perhaps, nothing can be said to be absolutely essential to the eilistenee of a partnership except a community of interest in profi ts.
It is-not essential to the existence of a partner ship that there should be any joint capital or stock. 2 Bingh. 170. Sometimes a partnership exists be tween parties merely as the managers and disposers of the goods of others. Collyer, Partn. 17; 4 Barnew. & Ald, 663; 15 Johns. N. Y. 409, 422. Se, it seems; two persons may be owners in common of property, and also partners in the working aod management of it for their common benefit. Cock burn, C. J., 2 C. B. N. s. 357, 363; 8 Carr. & P. 345; 3 Kay & J. Ch. 271; 16 Mees. & W. Exch. 563; 2 Stark. 107 ; 3 Ross, Lead. Cas. 529.
A partnership may exiet in a single transaction as well as in a series. Dav. Dist. Ct. 323; 3 Kent, , Comm. 30 ; Story, Partn. 81; 2 Ga. 18; 3 C, B. 641, 651 ; 9 id. 458, 4. Partnerships are sometimes divided into part nerships between the parties, which only are pro perly so called, and partnerships as to third per sons, which are not, in fact, partnerships at all. What is called a partnership as to third persons (quasi-partnership) is nothing' more than the rela tion existing between a number of persons, who, in consequence of certain acts done by them, are held liable for each other's conduct, as if they had nctually entered into a contract of partnershil amOngst themselves.
There can be no doubt whatever that persons en gaged in any trade, business, or adventure, upon the terms of sharing the profits ond losses raising therefrom, nre partners in that trade, business, or adVenture. This is a true partnership, both between the parties and gonad third persons. 2 Bingh. N. c. 108; 3 Jur. N. s. 31, in the Rolls; Bisset, Nan. Eng. ed. 7.