An agreement to share profits, nothing being said about the losses, amounts prima facie te agreement to share losses also : so that nn agree ment. to share profits is prima facie an ngreement for a partnerehip; and, accordingly, it is held that, unless an agreement to the contrary is shown, per sons engaged in any business or adventure, and shirring the profits derived from it, are partners as regards that business or adventure. Still, it cannot be said that persons who share profits are necessa rily and inevitably partners in the proper eense of the word. 1 Campb. 330; 9 C. B. 440. 'But see 38 N. H. 287.
The doctrine that where there is a community of profit there is a partnership is, however, so strong that, even if community of loss be expressly stipu lated against, partnership may nevertheless sub gist. 1 H. Blaoket. 49; 3 Mees. ez W. Exoh. 357; 6 id. 119; 2 Bligh, 270; 3 C. B. 32, 39; Chitty, Contr. 1860 ed. 260, 261.
Whether persons are partnora or not inter ae is a question of intention, to be decidod by a considera tion of the whole agreement into which they have entered, and ought not to be made to turn upon a consideration of only a part of its provieiona. 1 Hada. cfs B. Ch. Ir. 83; 15 Mees. ez W. Exch. 292 ; Chitty, Contr. 1860 ed. 257; 2 Barnew. lz C. 401; 1 Star. C. C. 371 ; 3 Kent, Comm. 27; 3 C. B. 250; 2 Bligh, 270.
5. A quasi-partnership, or, as it is usually called, a partnership as to third persona, arises by opera tion of law acting upon the conduct of the parties, under which persons who are not partners incur liabilities as if they were, without any intention to do so. 1 Stor. C. C. 371 ; Collyar, Partin. 00 74, 83; Bisset, Partu. Eng. ed. 9. This may result from shariog profits, or from persons laoldiog themselves out as partners. The doctrines by which a quasi partnership results from merely sharing profits seem to find their root in decisions of a comparatively modern date. They are certainly not very dearly defined, and sometiuses lead to great apparent in justice. 1 Lindl. Partn. 34 et seq. • 2 W. Blackat. 998; 2 H. Blackst. 235; 18 C. 11'. 617 ; 3 N. H. 287, 307. See PARTNERS.
It has been held that a quasi-partnership subsists between merohants who divide the oommissione re oeivcd by each other on the sale of goods recom mended or "intim:iced" by the one to the other. 4 Barnew. Ald. 663. So between persons who agree to share the profits of a single isolated edven tore, 9 C. B. 431 ; 1 Rose, Bank. 297; 4 East, 144; and between, persons one of whom is-in the position of a servant to the others, but is paid a share of the profits instead of a salary, 1 Deac. Bank. 341 ; 1
Rose, Bank. 92; and between persons one of whom is paid an annuity out of the profits made by the others, 17 Ves. Ch. 412 ; 8 Bingh. 469, or an an nuity in lien of any share in those profits. 2 W. Blackst. 999. So between the vendor and pur chaser of a business, if the former guarantees a clear profit of so much R year, and is to have all profits beyond the ausount guaranteed. 3 C. B. 641. The charaoter in which a portion of the profits is receivedloes not affect the result. See 1 Maule S. 412 ; 10 Vee. Ch. 119 ; 21 Beav. Rolls, 164; 5 Ad. & E. 28; 11 C. B. 406. Persons who share profits aro quasi-partners although their community of interest may be confined to the profits. 2 Barnew. lz C. 401; 5 Jur. 650.
6. The other mode in which persons not partnere become liable as if they were is by so conducting themselves as to lead other people to suppose that they are willing to he regarded by them as if they were partners in point of fact. This is nothing more than an application of the general principle of estoppel by conduot acted on. 6 Ad. Is E. 469; 2 Exch. 654; 19 Ves. Ch. 461; 2 II. Blackst. 235; 2 Chitty, Bail, 120. A person is not relieved from liability though be was induced hy the fraud of others to hold himself out RE a partner with them. Sce 5 Bingh. 521 : 1 Rose, Bank. 69. The holding out most have been before the contract with the third person was entered into, and must have been the inducement to it. 7 Barnew. Is C. 409; 10 id. 140; 1 Fost. ez F. 344; 6 Bingh. 776; 3 C. B. 32 ; 2 Campb. 617.
A person does not beoome liable as partner be cause he rejesents that he ie willing or intends to become one. 9 Barnew. lz C. 632; 15 Mees. & W. Exch. 517. The (petition whether one has so held himself out as to become liable as partner is one of fact, to be determined by a jury. 6 Mann. Sz G. 928; 6 Q. B. 477.
A sub-partnership is as it were a partnership within a partnerehip. If several persons are part ners, sad one of them agrees to share the profits — derived by him with a stranger, this will constitute what is called a : that is to say, it makes the parties to it partners inter ae ; but it in no way affects the other members of the principal firm, nor is there any authority for saying that be cause the stranger shares the profits of that one partner he can be made liable to persons dealing viith the firm as if he were a partner therein. 1 Lindl. Porta. 52, 53; Collyer, Partn. 0194. See PARTNERS.