KFLCC Kingdom Law 2nd Ed.

877

PARTNERSHIP

PARTITION

profits and losses between them. Story, Partn. § 2; Oolly. Pactn. § 2; 3 Kent, Comm. 23. Partnership is the association of two or more persons for the purpose of carrying on business together, and dividing its profits between them. Civ. Code Cal. § 2395. Partnership is a synallagmatic and com mutative contract made between two or more persons for the mutual participation in the profits which may accrue from property, credit, skill, or industry, furnished in deter mined proportions by the parties. Civ. Code La. art 2801. Partnership Is where two or more persons agree to carry on any business or adventure together, upon the terms of mutual partici pation In its profits and losses. Mozley & Whitley. And see Macomber v. Parker, 13 Pick. (Mass.) 181; Bucknam v. Barnum, 15 Conn. 71; Farmers' Ins. Co. v. Ross, 29 Ohio St 431; In re Gibb's Estate, 157 Pa. 59, 27 Atl. 383, 22 L. R. A. 276; Wild v. Davenport, 48 N. J. Law, 129, 7 Atl. 295, 57 Am. Rep. 552; Morse v. Pacific Ry. Co., 191 111. 356, 61 N. E. 104. —General partnership. A partnership in which the parties carry on all their trade and business, whatever it may be, for the joint ben efit and profit of all the parties concerned, whether the capital stock be limited or not, or the contributions thereto be equal or un equal. Story, Partn. § 74; Bigelow v. Elliot, 3 Fed. Cas. 351; Eldridge v. Troost, 3 Abb. Prac., N. S. (N. Y.) 23.— Limited partner ship. A partnership consisting of one or more general partners, jointly and severally respon sible as ordinary partners, and by whom the business is conducted, and one or more special partners, contributing in cash payments a spe cific sum as capital to the common stock, and who are not liable for the debts of the part nership beyond the fund so contributed. 1 Rev. St. N. Y. 764. And see Moorhead v. Seymour (City Ct. N. Y.) 77 N. Y. Supp. 1054; Taylor v. Webster, 39 N. J. Law, 104.— Mining part nership. See MINING.— Particular part nership. One existing where the parties have united to share the benefits of a single individ ual transaction or enterprise. Spencer y. Jones (Tex. Civ. App.) 47 S. W. 665.— Partnership assets. Property of any kind belonging to the firm as such (not the separate property of the individual partners) and available to the recourse of the creditors of the firm in the first instance.— Partnership at will. One designed to continue for no fixed period of time, but only during the pleasure of the par ties, and which may be dissolved by any part ner without previous notice.— Partnership debt. One due from the partnership or firm as such and not (primarily) from one of the in dividual partners.— Partnership in commen dam. Partnership in commendam is formed by a contract by which one person or partnership agrees to furnish another person or partnership a certain amount, either in property or money, to be employed by the person or partnership to whom it is furnished, in his or their own name or firm, on condition of receiving a share in the profits, in the proportion determined by the contract, and of being liable to losses and expenses to the amount furnished and no more. Civ. Code La. art. 2839.— Secret partnership. One where the existence of certain persons as partners is not avowed to the public by any of the partners. Deering v. Flanders, 49 N. H. 225.— Special partnership. At common law. One formed for the prosecution of a special

Parpart, 106 U. S. 679, 1 Sup. Ct 456, 27 L. Ed. 256. —Owelty of partition. See OWELTY. Par tition, deed of. In conveyancing. A species of primary or original conveyance between two or more joint tenants, coparceners, or tenants in common, by which they divide the lands so held among them in severalty, each taking a distinct part. 2 Bl. Comm. 323, 324.— Partition of a succession. The partition of a succession is the division of the effects of which the succes sion is composed, among all the co-heirs, ac cording to their respective rights. Partition is voluntary or judicial. It is voluntary when it is made among all the co-heirs present and of age, and by their mutual consent. It is ju dicial when it is made by the authority of the court, and according to the formalities prescrib ed by law. Every partition is either definitive or provisional. Definitive partition is that which is made in a permanent and irrevocable manner. Provisional partition is that which is made provisionally, either of certain things be fore the rest can be divided, or even of every thing that is to be divided, when the parties are not in a situation to make an irrevocable par tition. Civ. Code La. art. 1293, et seq. A member of a copartner ship or firm; one who has united with others to form a partnership in business. See PART NERSHIP. —Dormant partners. Those whose names are not known or do not appear as partners, but who nevertheless are silent partners, and partake of the profits, and thereby become part ners, either absolutely to all intents and pur poses, or at all events in respect to third par ties. Dormant partners, in strictness of lan guage, mean those who are merely passive in the firm, whether known or unknown, in con tradistinction to those who are active and con duct the business of the firm, as principals. See Story, Partn. § 80: Rowland v. Estes. 190 Pa. Ill, 42 Atl. 528; National Bank of Salem v. Thomas, 47 N. Y. 15; Metcalf v. Officer (C. C.) 2 Fed. 640; Pooley v. Driver, 5 Ch. Div. 458; Jones v. Fegely, 4 Phila. (Pa.) 1.— Liquidating partner. The partner who,' upon the dissolution or insolvency of the firm, is appointed to settle its accounts, collect assets, adjust claims, and pay debts.— Nominal partner. One whose name appears in con nection with the business as a member of the firm, but who has no real interest in it.— Os tensible partner. One whose name appears to the world as such, or who is held out to all persons hairing dealings with the firm in the character of a partner, whether or not he has any real interest in the firm. Civ. Code Ga. § 1889.— Quasi partners. Partners of lands, goods, or chattels who are not actual partners are sometimes so called. Poth. de So ciety, App. no. 184.— Silent partner, sleep ing partner. Popular names for dormant partners or special partners.— Special part ner. A member of a limited partnership, who furnishes certain funds to the common stock, and whose liability extends no further than the fund furnished. A partner whose responsibility is restricted to the amount of his investment. 3 Kent, Comm. 34.— Surviving partner. The partner who, on the dissolution of the firm by the death of his copartner, occupies the position of a trustee to settle up its affairs. A voluntary contract between two or more competent persons to place their money, effects, labor, and skill, or some or all of them, in lawful commerce or business, with the understanding that there shall be a proportional sharing of the PARTNER. PARTNERSHIP.