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Partnership Defined
Partnership Defined. "part Nership Is A Legal Relation, Based Upon The Express Or Implied Contract Of Two Or More Competent Persons To Unite Their Property, Labor Or Skill In Carrying On Some Lawful Business As Principals For Their Joint Profit. The Persons So United Are Called 'partners.' The Term 'co ...

Partnership May Result From
Partnership May Result From Attempted Incorporations. The Authorities Are Not In Harmony As To The Effect Of A De Fectively Organized Corporation Upon The Status Of The Parties. Some Holding Them Liable As Partners In Every Case In Which The Corporation Fails, And Others Denying That They Are Partners If ...

Partnerships As To Third
Partnerships As To Third Persons. As We Have Seen In A Previous Partnership There May Be Partnership Liability By A Person Who Has Induced Others To Regard Hint As A Partner, Though There Is No Partnership In Fact. These Were Called Quasi-partnerships, Or Partnerships As To Third Persons. Formerly There ...

Persons Incapacitated To Make
Persons Incapacitated To Make Contracts. Some Persons By The Policy Of The Law, And For Their Own Benefit, Are Incapacitated From Binding Themselves By Contract. The Incapacity May Be Entire Or Partial, And Arises From A Variety Of Causes, As Infancy, Coverture, Imbecility, Political Status, And The Like. ...

Powers Of A Majority
Powers Of A Majority. In Man Aging The Internal Affairs Of A Partnership And Conduct Ing Its Business, A Majority Of The Partners Have The Right To Control As Against A Minority. But The Powers Of A Majority Do Not Extend To Authorize Them To Take Up A New Kind ...

Principles Of The Law
Principles Of The Law Of Partnerships. Partnerships Are Of Ancient Origin, And The Law Of Partnerships Is A Com Pound Of The Roman Civil Law, The Law-merchant, And The Common Law. Under The Roman Law Part Nership Was Founded Upon Confidence, And Was Inde Pendent Of Contract. The Partners, Usually ...

Proof Of The Document
Proof Of The Document. If The Contract Is Under Seal It Is Proved By Calling One Of The Attesting Witnesses, And If Dead Or Incapable Or Out Of The Jurisdiction, By Proving The Handwriting Of The Witness. (richards V. Skiff, 8 0. St. 586; Elliott V. Dycke, 78 Ala. 150.) ...

Public Offers
Public Offers. At Its First Promulgation An Offer Need Not Be Made To Any Specific Person. It May Be Made Generally And Left Open So That Any One Accepting It Is The One Con Tracted With. A Common Example Of Such An Offer Is In The Case Of A Reward, ...

Purpose Of The Law
Purpose Of The Law Of Con Tracts. Rules Of Law Regulating And Enforcing Contracts Are Made Necessary Because Men, When They Have Made A Contract, Arc Not Always Ready And Willing To Carry It Out; Also From The Fact That Unrighteous And Immoral Contracts Are Made, And These It Is ...

Purposes Of Partnership
Purposes Of Partnership. There Is No Lawful Business That May Not Be The Subject Of A Partnership. But A Personal Office, As A Public Of Fice Of Any Kind, Is Not To Be Made The Subject Of A Part Nership. There May Be A Partnership For Carrying On Every Sort ...

Real Estate As Firm
Real Estate As Firm Proper Ty. A Partnership Being Composed Of Several Per Sons Cannot Hold Land In The Firm Name, And A Convey Ance To The Firm Operates To Vest The Legal Title In The In Dividual Partners Whose Names Are In The Firm Name. The Individual Partners Hold ...

Reality Of Consent
Reality Of Consent. Consent Being An Act Of Mind, It Follows That There Must Be Mental Capacity In The Contracting Parties, And We Shall See That Insane Persons, Idiots, Etc., Cannot Assent To Or Make An Offer Which Will Bind Them. Further, The Con Sent Of The Contracting Parties Must ...

Reasons For Dissolution
Reasons For Dissolution. Partnership Being Founded Upon An Agreement, Ex Press Or Implied, Between The Parties, It Follows That It May Be Dissolved Or Brought To An End In The Same Way That It Arose—by The Act Of The Parties. But Being Also A Relation, If Not A Status, Given ...

Remedies For Breach
Remedies For Breach. When The Contract Is Discharged By A Breach, The Injured Party Has The Three Distinct Rights: (a) To Be Exonerated From Further Performance, (b) To Sue Upon A Quantum Meruit, If He Has Done Anything Under The Contract, This Being Considered A New Cause Of Action Based ...

Rights And Duties Of
Rights And Duties Of Part Ners. As Between Themselves The Partners Are Obli Gated From The Confidential Nature Of Their Relation To Observe And Exercise A High Degeree Of Good Faith. Hence A Partner Can Never Lawfully Prefer His Own In Terest To That Of The Firm. He Cannot Directly ...

Rules Of Construction
Rules Of Construction. The Contract Being Proved As To The Terms And Stipulations Of The Parties, And The Written Agreement Having Been Explained As We Have Just Described, The Court Follows Certain Rules Of Construction In Interpreting Such Con Tract. These Are: (i) Intention Of The Parties. The Intention Of ...

Scope Of The Contractural
Scope Of The Contractural Obligation Stated. In General, It May Be Said That No One But The Parties To A Contract Can Be Bound By It Or Entitled To Rights Under It. But Under Certain Circumstances The Rights And Liabilities Created By A Contract May Pass To A Person Or ...

Sharing Losses
Sharing Losses. When The Assets Of The Dissolved Firm Are Insufficient To Pay The Claims Against The Firm To Third Persons, It Becomes Necessary For The Partners To Ratably Contribute To Meet The Loss. The Sharing Of Losses, In The Absence Of Agreement, Is In The Same Proportion As The ...

Special Hold Ings
Special Hold Ings. In Massachusetts The Law Is That An Accept Ance By Post Only Takes Effect When It Reaches The Pro Poser. (mcculloch V. Ins. Co., I Pick. 278.) Where The Sender In Mailing An Acceptance Has, Under The Postal Regulations, A "locus Poenitentiae" Or Opportunity To Withdraw The ...

Spersons Men Tally Deficient
Spersons Men Tally Deficient. Idiots, Lunatics And Imbe Ciles Cannot Make Binding Contracts. This Follows From The Nature Of A Contract; Persons Having No Mind Cannot Contract, As An Act Of Mind Is Required. But As There Are Many Degrees Of Mental Unsoundness, Vary Ing From Mere Weakness Of Intellect ...

Sub Partnerships
Sub Partnerships. "one Or More Of The Partners Of A Firm, Less Than The Whole Number, May Unite With A Third To Form A Partnership As To The Interest Of Such Partner Or Partners. Such A Partner Ship Is Frequently Called A Sub-partnership, And The Per Son So Associating With ...

Substituted Agreement
Substituted Agreement. Where The Parties By Agreement Substitute A New Party For One Of Those Contracting, Or So Alter The Terms Of The Contract As To Make It Different From And Inconsistent With The Original Contract, The Contract Is Said To Be Discharged By Substituting An Other Agreement In Its ...

Tests Of A Partnership
Tests Of A Partnership. The Question Whether Or Not The Relation Existing Between The Parties Constitutes A Partnership Is Sometimes Dif Ficult To Answer. If The Parties Expressly Intended To Become Partners, Their Intention Usually Governs. But Unless Their Contract And The Relation Assumed Consti Tutes A Partnership, The Mere ...

The Agree Ment Must
The Agree Ment Must Be Executed. The Mere Execu Tory Agreement To Form A Partnership Does Not Invest The Parties With The Character Of Partners, Or Constitute The Partnership. There Must Be Something Done To Carry Out The Agreement And Consummate, Or Launch, The Partnership. The Agreement Must Be Executed. ...

The Effect Of Dissolution
The Effect Of Dissolution. The Dissolution Per Se Puts An End To A Partner's Au Thority To Bind His Copartners. (nichols V. White, 85 N. Y. 431.) He Cannot Create New Obligations, Or Vary The Character, Form Or Obligation Of Those Already Ex Isting. The Dissolution Changes The Authority Of ...

The Firm Name As
The Firm Name As Property. The Firm Name Is Used For Two Purposes, For Conveni Ence And For Identification. When Used It Represents The Firm Just As If Each Individual Name Was Used, And Parol Evidence May Be Used To Show Who Are Members. The Name May, In The Absence ...

The Good Will Of
The Good Will Of The Firm As Property. By The Good-will Is Here Meant The Favor And Patronage Which The Firm Has Won By Fair Dealing From The Public, And The Probability That It Will Continue. (cruttrell V. Lye, 17 Es. 335.) This Good Will, Like The Firm Name, Has ...

The Liability Joint And
The Liability Joint And Several. In Cases Of Tort Or Wrong-doing By A Partner Or Agents Of The Firm Through Which The Firm Becomes Liable, The Obligation Is Joint And Several And Not Joint As In The Case Of Con Tract. Hence The Action May Be Brought Against One Or ...

The Partners Equitable Lien
The Partners' Equitable Lien. The Partners Have The Right To Have The Assets Of The Firm Applied To Pay Firm Debts, And This Is Called Or Amounts To An Equitable Lien On The Partnership Property Before Or After Dissolution To Have Such Prop Erty Or Assets Applied To The Firm ...

The Statu Tory Requirements
The Statu Tory Requirements. The Existence Of Lim Ited Partnerships Depends Upon The Statutes, And In General The Statute Must Be Strictly Followed. They Us Ually Require The Execution And Filing Of A Certificate Stating: I. The Firm Name Under Which The Partner Ship Is To Be Conducted. 2. The ...

The Statute Of Frauds
The Statute Of Frauds. The Statute Of Frauds, So-called, Requiring In Certain Cases Written Evidence Of A Contract, Was Passed In The 29th Year Of The Reign Of Charles Ii., Being A. D. 1677. The Statute Was Passed To Prevent Frauds Upon Third Parties Growing Out Of Contracts, Two Sections ...

The Valid Agreement
The Valid Agreement. By A Valid Agreement Is Meant That The Partnership Contract, Or The Articles Of Agreement Between The Partners Must Have The Ordinary Essen Tials Of A Binding Legal Contract, And That The Partner Ship Should Have A Legal Object. The Partnership Agreement May Be Express Or Im ...

Title To Firm Property
Title To Firm Property Gen Erally. The Partners Are Co-owners Of The Firm Property, And Co-proprietors. And This Joint Owner Ship And Joint Control Limits To Some Extent The Indi Vidual Rights Of The Partners. It Is Said That The Pre Rogatives Of The Several Owners Interlock, And Each Partner ...

Undue Influ Ence
Undue Influ Ence. "circumstances May Rend-er One Of The Par Ties Morally Incapable Of Resisting The Will Of The Other, So That His Consent Is No Real Expression Of Intention. This Is Undue Influence." Anson On Contract, P. 122. Undue Influence Is A Sort Of Fraud Which Does Not In ...

Unreal Considerations
Unreal Considerations. A Consideration Which Is Impossible Or So Vague In Terms As To Be Practically Impossible Will Be Treated As Unreal. (harvey V. Gibbons, 2 Lev. 161; Stevens V. Coon, Pinney (wis.) 357.) As Regards Vagueness, The Prin Ciple Is, That What Can Be Made Certain, Is Certain; So ...

Valuable Con Sideration
Valuable Con Sideration. A Valuable Consideration "is Such As Money, Marriage Or The Like, Which The Law Esteems An Equivalent Given For The Grant." (2 Bl. Com. 297.) Valuable Usually Means A Money Consideration Or Its Equivalent, Marriage Being The Chief Exception To This. (pars. Cont. P. 431.) ...

Valuable Consideration Need Not
Valuable Consideration Need Not Be Adequate. If A Consideration Be Valuable It Need Not Be Adequate, Since The Court Does Not Require The Consideration And The Thing To Be Done To Be In Exact Proportion, One To The Other. A Party May Drive A Good Bargain, So Long As He ...

Waiver
Waiver. When The Parties To A Contract Agree That It Shall No Longer Be Binding Upon Them, The Contract Is Waived, Cancelled Or Rescinded. But In Discharging A Contract In This Way, It Is To Be Observed That A Consideration Must Ap Pear For The Agreement To Waive. In Executory ...

What Is Meant By
What Is Meant By Agree Ment Agreement, In Its Popular And Most Gen Eral Sense, Means No More Than Concord; The Concur Ring Of Two Minds In The Same Opinion Or Purpose. In This Sense The Term Does Not Imply Any Exchange Of Promises, Or A Consideration Influencing The Agree ...

What Is Meant By_2
What Is Meant By The Inter Pretation Of Contract. By The Interpreta Tion Of Contract Is Meant The Method Of Determining Its Validity, Scope And Effect When Before The Court. Defin Ite Rules Have Been Established By The Courts For Prov Ing The Terms, For Permitting Extrinsic Evidence When The ...

When Consid Ered Personalty
When Consid Ered Personalty. The General Rule In The United States Is That Where Real Estate Forms Any Part Of The Partnership Property It Is To Be Treated As Such, Though The Firm Consider It As Personalty. But In Equity It Will Be Treated As Personal Property To Meet The ...

When The Partnership Be
When The Partnership Be Gins. Where The Partnership Agreement Is Express, And A Date Is Set In The Articles For The Commencement Of The Partnership, It Is Presumed To Have Commenced On That Date In The Absence Of Other Evidence. Where The Partnership Is Implied From Acts, It Will Be ...

When The Partnership Is
When The Partnership Is Implied. Though The Par Ties Deny That They Intended To Create A Partnership, They Arc Nevertheless Bound As Partners If The Legal Ef Fect Of Their Acts And Contracts Constitutes A Partner Ship. The Expression Of Their Intention Is Not So Pow Erful As The Legal ...

Who May Become Partners
Who May Become Partners. Any Number Of Competent Persons, More Than One, May Enter Into A Partnership. Persons Who Are Com Petent To Transact Ordinary Business On Their Own Ac Count Are Competent To Become Members Of A Partner Ship. Under This Rule, Infants, Alien Enemies, Persons Mentally Unsound, And ...

Work And Ser Vice
Work And Ser Vice. Work And Service Is Always A Sufficient Con Sideration When Rendered At The Request Of The Party Promising, And Is A Frequent Form Of Consideration. The Request To Do The Work Or Service May Be Im Plied, And Generally Is So When The Party Accepts And ...