TILE NATURE OF A PAIITNEI:S1HP. After a part nership has been formed the association is gen erally spoken of as a firm, and...the name in whieh it does birsiness is called the tirm name. Un less a statute forbids, the firm may adopt any name it 1deases and may change it at will, or it may go without a name. Occasionally the Leg islature prohibits the use of 'and company' or '& Co.' unless such terms represent an actual part ner; or it forbids the assumption of a corporate name. Even in the absence of a statute. a part nership is not at liberty to choose a firm name which will operate as a fraud upon the public or upon others trading under sulr-t antially the same name. Accordingly, if a business has been conducted successfully under the name of the 'Guinea Coal Company.' another firm will not be allowed to carry on the same line of trade in the name of the Tall Cninea Coal Company,' especially if it has its envelopes, let ter heads, and business cards so printed as to resemble those of its competitor.
The law merchant treats the firm as a legal entity—as a sort of artificial person winch like a corporation. When the partners make their contribution to firm capital they cease to own it as individuals, and title passes to the linn. The firm becomes their debtor for the capital. They lend money to the firm, or borrow from it. The firm. in other words, has its own tiroporly. its own ereditors, and its own debtors. This con ception of the firm prevails very generally alum g the mercantile classes bath in England and in this country. It is always observed by partner ship bookkeeuers. To some extent it has been recognized by State and Federal statutes. per the firm to sue and be sued as an asso ciation. anal to lie declared 'a bankrupt.' The entity theory of partnership. however. has mver received full judicial sanction by En dish or Ameriean courts. A1141 Alnericall ,judges.
in construing mercantile contnicts, have given effect as far as possible to the mercantile con ception of partnership. have declared "that the firm is not recognized by lawyers as inet from the members composing It follows from this view- that if lands are purchased by it firm, the deed should name the partners as grantees: and if the partnership ,ells lands, the deed should nam the partners a- grantor..., •ntl t .ev and their wives should execute and auk,' oat.. tbe ..ae?:11. • prot i ely thongli they were 'enant, w common of the property.
But this eatteeption t f a firm. a, a mere asso ciation of in lividuals, i, not appli.d consi t, 11t ly in any jurisdiction. Vol' 4•Xan hat i• said that an infant. !wean-, of .1. e, tdractn incapacity, is not hots al by lit, tigr•enn it weonie a partner, nor by the 1., more agre leant with third per.on.. Vet. ato r hi on tervd a firm and taken port in it. iiiiimigetni nt he is not allowed to withdraw his eamial nt (II I nu debts are paid. That is, he u, y escape
personal responsibility r partem.hip lions. but the firm owner-hip wf firm propert preN,nts his taking away any !wilily or goods o Inch he had vvmtrihubaal to the firm. a partner's share in the Gem is not ti.t• interest of a tenant in comma n in sp. cilia' articles. It is wily ? Cha?st in gel right to his pro portionate share of the net prtoc,,d- • I I. rat. 1.r p city upon a final -eta ii, nt. _kreor it the creditor of one paint. r get, a sot against him and levie. upon first pr 1,•112.„ It cannot sell and give perfect title Io any p-tr titular articles. All that he can dispose of I. the ,indi_mient debtor's intere.t therein. may lie something or nothing, al /1 o I it I. i. a. to ing whenever the firm i- luta, or toe d. r partner has exhausted his interest in the friar property.
Tin: POWERS or PARTNEES. Lath n em o, r of a nominal partnership is the gem-ral of t firm and of his copartners in curry lug on Ow ordinary business of the tirm. lie can -ell in I give a perfect title to !inn property, can ea Il. t debts. and can subject the tiro and hi- ea !art nor, to most extensive obligations both in con tract and in tort.
BOW extensive a general agemy is depend, upon 11w miter, of the implied authority may he stir unariied as If the partnership is a trading er cot mereial firm, he may sell or pl aay f Its property: he may buy on credit such property a it is aeensami.ed to de I in; he 1. 1. I. 1r money, and i-site in the firm n paper; lie may hire servants and a••er API If.
may I./rider the first anal copartner liable in tort by wroi fill acts t r omis•i us in the or- i nary ea arse of the f t • frill. 11 r over, his admi..ions and represent pions t I concerning the lir n affairs and in tie or Fr- ry course of its bovines'- are receirrl.?e a. et i t 'le • the firm and his c, p rim r- wl•-n s to I as such.
This implied agency f a pi tier Troy he v et drawn from him I y 1.i. eo 1-11 I 1, ; it I en t•ie partnership articles confer the powir of ti inig ut upon particular number.. It nett be to.-n 11'0111 loin ilithOlit his : by a 111.1.0rit% ill faith. such lit itat ion. up. It a t tit is most he brought to the know lad_.` of Oa se wit t the tin 1, or they will not be affected by them.
PI ['Ws: oft PUtrxtl;. TIII• p oil of hi: oh-wry:ince of the 1( Ward his Not only runt he Jive firm the be in tit of every advalanze I•r eain he can make in the business. but he devote the whole of his time and en rgies ing business hours, to the promotion of its inter ests, unless he has stipulated in the partnership contract for exemption in these respects. More over, if his copartners have been compelled to pay more than their shares of the firm debts and expenses, lie is bound to contribute toward their indemnity.