There is still another class of partner ships, called joint-stock companies (q. v.).
Sub-partnerships. The delectus personce, q. v., which is inherent in the nature of part nership (excepting mining partnerships; see Kahn v. Smelting Co., 102 II. S. 641, 26 L. Ed. 266; Duryea v. Burt, 28 Cal. 569; and joint-stock companies, and certain partner ship associations in Massachusetts; see Ed wards v. Gasoline Works, 168 Mass. 564, 47 N. E. 502, 38 L. R. A. 791) precludes the in troduction of a stranger into the firm with out the concurrence of all the partners; Gilmore v. Black, 11 Me. 488; Putnam v. Wise, 1 Hill (N. Y.) 234, 37 Am. Dec. 309; Moddewell v. Keever, 8 W. & S. (Pa.) 63; Channel v. Fassitt, 16 Ohio 166; 2 Rose 254. Yet no partner is precluded from entering into a sub-partnership with a stranger: nem socii mei swills livens 800448 non est. In such case the stranger may share the profits of the particular partner with whom he con tracts; and although it has been decided that it is not true as a general proposition that such stranger will not be liable for the debts of the general partnership; Fitch v. Harring ton, 13 Gray (Mass.) 468, 74 Am. Dec. 641; still, it is quite evident that a mere partici pation.in profits renders one respOnsible only for the debts and liabilities of those with whom he participates ; and, inasmuch as such stranger shares the profits only of and with one of the partners, he can be held only as the partner of that partner ; he cannot be held as a partner in the general partner ship, because he does not share or partici pate with the other persons who compose it. See 3 Kent 52; 1 B. & P. 546; Reynolds v. Hicks, 19 Ind. 113; Meyer v. Krohn, 114 Ill. 574, 2 N. E. 495. Besides, a sub-partner does not receive a certain share of the whole profits of the firm, but only a part of a share thereof ; and he does not receive this part of a share, nor is he entitled to interfere with it at all, to say whether it shall be more or less in amount, until it has actually been set out and ,the time has come for a division between himself and the partner with whom he contracted. He does not draw out of the general concern any of its profits; he only draws from the profits of one who has pre viously drawn them from the general part nership. See 6 Madd. 5 ; 4 Russ. 285. If
this stranger has caused damage to the part nership by his default, the party who has taken him into the partnership will be liable to the other •partners the same as if he had done the damage himself ; Pothier, Part. n. 93.
Any number of partners less than the whole may form an independent co-partner ship, which, though not strictly a sub-part nership, is entitled to a separate standing in equity. In case of insolvency the subordi nate co-partnership is treated as a distinct concern, and the assets are marshalled ac cordingly. Consequently, although the credi- ' tors of the smaller firm are strictly separate creditors when compared with the creditors of the larger firm; yet debts owing by one firm to the other are collected on insolvency for the benefit of the creditors of the tor firm; 1 B. & P. 539; 1 Cox 140. See In re Haines & Co.'s Estate, 176 Pa. 354, 35 Atl. 237. Indeed, one partner may have this independent standing if the trade is distinct; 1 Lind. Part. 2d Am. ed. •725. But the debts must arise in the ordinary course of trade; Lind. Part. 2d Am. ed. *527.
Quasi-partnership. This is simply the case of a man who without being actually a part ner, holds himself out or suffers himself be held out such ; he is estopped to deny his liability as a partner ; Hicks v. Cram, 17 Vt. 449; 6 Ad. & E. 469; Sun Ins. Co. v. Kountz Line, 122 U. S. 583, 7 Sup. Ct. 1278, 30 L. Ed. 1137. This rule of law rests, not upon the ground of the real transaction be tween the partners, but upon principles of general policy, to prevent the frauds to which creditors would be liable if 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 not have been willing to lend anything; 3 Kent 32 ; Purviance v. McClin tee, 6 S. & R. (Pa.) 259; Gill v. Kuhn, id. 333; Dob v. Halsey, 16 Johns. (N. Y.) 40, 8 Am. Dec. 293; Osborne v. Brennan, 2 N. & McC. ( S. C.) 427, 10 Am. Dec. 614 ; Brown v. Grant, 39 Minn. 404, 40 N. W. 268; Fletch er v. Pullen, 70 Md. 205, 16 Atl. 887, 14 Am. St. Rep. 355.