| slovo | definícia |
partners
(encz) | partners,společníci n: pl. TonyMi |
PARTNERS
(bouvier) | PARTNERS, contracts. Persons who have united together and formed a
partnership.
2. Every person sui juris is competent to contract the relation of a
partner. An infant may by law be a partner. 5 B & A. 159; but a feme covert,
not being capable of contracting, cannot enter into partnership; and
although married women are not unfrequently entitled to shares in banking
houses, and other mercantile concerns, under positive covenants, yet when
this happens, their husbands are entitled to such shares, and become
partners in their steads. Whether a feme sole trader in Pennsylvania could
enter into such contract, seems not settled. See 2 Serg. & Rawle, 189; see
also, 2 Nott & McC. R. 242; 2 Bay, 162, 333; Code Civ. par Sirey, art. 220.
3. Partners are considered as ostensible, dormant, or nominal partners.
1. An actual ostensible partner is a party who not only participates, in the
profits and contributes to the losses, but.who appears and exhibits himself
to the world as a person connected with the partnership, and as forming a
component member of a firm. He is clearly answerable for the debts and
engagements of, the partnership; his right to a share of the, profits, or
the permitted exhibition of his name as partner, would be sufficient to
render him responsible. 6 Serg. & Rawle, 259, 337; Barnard. 343; 2 Blackst.
R. 998; 17 Ves. 404;. 18 Ves. 301; 1 Rose, 297; 16 Johns. R. 40; 3 Hayw. R.
78.
4.-2. A dormant partner is one who is a participant in the profile of
the trade, but his name being suppressed and concealed from the firm, his
interest is consequently not apparent. He is liable as a partner, because he
receives and takes from the creditors a part of that fund which is the
proper security to them for the satisfaction of debts, and upon which they
rely for payment. 16 Johns. R. 40. Another reason assigned for subjecting a
dormant partner to responsibility is, that if he were exempted he would
receive usurious interest for his capital, without its being attended with
any risk. 1 Dougl. 371; 4 East, R. 143; 10 Johns. R. 226; 4 B. & A. 663; 8
Man. Gr. & Scott, 641, 650. But in order to render one liable as a partner,
he must receive the profits as such, and not merely his wages; to be paid
out of the profits. Vide Profits.
5.-3. A, nominal partner is one who has not any actual interest in
the trade or its profits, but, by allowing his name to be used, he holds
himself out to the world as having an apparent interest. He is liable as a
partner, because of these false appearance he holds forth to the world in
representing himself to be jointly concerned in interest with those with
whom he is apparently associated. 2 H. Bl. 235; 1 Esp. N. P. O. 29; 6 Serg.
& R. 338; Watts. Partn. 26.
6. A partner in a private commercial partnership cannot introduce a
stranger into the firm as a partner without the consent of all the
copartners. If he should attempt to do so, this may make such stranger a
partner with the partner who has associated with such third person; this
will be a partnership, distinct from the first, and limited to the share of
that partner who has so joined himself with another. 2 Rose 255; Domat, de
la Societe, tit. 8, s. 2, n. 5.
7. As between the members of a firm and the persons having claims upon
it, each individual member is answerable in solido for the amount of the
whole of the debts contracted by the partnership, without reference either
to the extent of his own separate beneficial interest in the concern, or. to
any private arrangement or agreement that may exist between himself and his
copartners, stipulating for a restricted responsibility. 1 Ves. & Bea. 157;
9 East, 527; 5 Burr. 2611; 2 Bl. R. 947; 1 East, R. 20; 1 Ves. sen. 497; 2
Desaus. R. 148; 4 Serg. & Rawle, 356; 6 Serg. & Rawle, 333; Kirby, 53, 77,
147. In Louisiana, ordinary partners are not bound in solido for the debts
of the partnership; Civ. Code of Lo. art. 2843; each partner is bound for
his share of the partnership debts, calculating such share in proportion to
the number of the partners, without any attention to the proportion of the
stock or profits each is entitled to id. art. 2844.
8. Partners are bound by what is done by one in the course of the
business of the partnership. Their liability under contracts is commensurate
and coextensive with their rights. Although the general rule of law is, that
no one is liable upon any contract except such as are privy to it; yet this
is not contravened by the liability of partners, as they are imagined
virtually present at and sanctioning the proceedings they singly enter. into
in the course of trade; or as each is vested with a power enabling him to
act, at once as principal and as the authorized agent of his copartners.
Wats. Partn. 167; Gow. Partn. 53. It is doubtful, however, whether one can
close the business by a general assignment of the partnership property for
the benefit of creditors. Pierpont and Lord v. Graham. Cir. Court, April
1820, MS. Whart. Dig. 453, 1st ed.; 4 Wash. C. C. R. 232; see 1 Brock. R.
456; 3 Paige's R. 517; 5 Paige's R. 30; 1 Desaus. R. 537; 4 Day's. R. 425; 5
Cranch, 300; 1 Hoffm. R. 08, 511; Sto. Partn. Sec. 101; 2 Washb. R. 390.
9. One partner can, in simple contracts, bind his copartners in
transactions relative to the partnership. 7 T. R. 207; 4 Dall. 286; 1 Dall.
269. But a security given by, one partner, in the partnership name, known to
be for his individual debt, does not bind the firm. 2 Caines' R. 246; 4
Johns. R. 251; 4 Johns. R. 262, in note; 2 Johns. R. 300; 16 Johns. R. 34; 4
Serg. & Rawle, 397. Nor can one partner bind his copartners by deed; and
this both for technical reason and the general policy of the law. Wats.
Partn. 218; Gow on Partn. 83; 3 Murph. 321; 4 Sm. & Marsh. 261; 7 N. H. Rep.
549; 1 Pike, 206; 2 Harr. 147; 2 B. Monr. 267; 5 B. Monr. 47; 4 Miss. 417; 1
McMullen, 311; 3 Johns. Cas. 180; Taylor's R. 113; 2 Caines' R. 254; 2
Caines' Err. 1;. 2 Johns. R. 213; 19 Johns. R. 513; 1 Dall. 11,9. But see 6
Watts & Serg. 165, where it is said this rule admits of some
qualifications. The rule does not however apply to cases where the object is
to discharge a debt as due to it; as to give a general release by deed. 3
John. 68; 7 N. H. Rep. 550; 1 Wend. 326; 20 Wend. 251; 22 Wend. 324. It
seems to be an admitted principle, that one partner has no power to submit
to arbitration any matters whatsoever, concerning or arising out of the
partnership business. Story, Partn. Sec. 114; Com. Dig. Arbitrament, D 2; 3
Bing. R. 101; 1 C. M. & R. 681; 1 Pet. R. 222; 19 John. R. 137; 3 Kent, Com.
49, 4th ed. But in Pennsylvania, 12 S. & R. 243, and Kentucky, 3 Mont. R.
433, one, partner may by an unsealed, instrument refer any partnership
matter to arbitration, though he has no implied authority to consent to an
order for a judgment in an action against himself and his copartner. 3 Mann.
G. & Scott, 742. Nor has one partner the power to confess a judgment, or
authorize the confession of a judgment against the firm, when no writ has
been issued against both. 1 Wend. 311; 9 Wend. 437; 1 Blackf. 252; 1 Scamm.
428, 442. Such a judgment, however is binding on the one who confessed it. 2
Bl. R. 1133; 1 Dall. 119; 1 W. & S. 340, 519; 7 W. & S. 142; 2 Caines, 254;
20 Wend. 609; and see 7 Watts, 331; 1 W. & S. 519, 525; 2 Miles, 436; 1
Hoff. Ch. R. 525.
10. With regard to the tight of the majority of, the partners, when
there is a dissent among them, it may be laid down, 1. That when there are
stipulations on this subject, they must govern. Tum. & Russ. 496, 517. 2. In
the absence of all agreement on the subject, each partner has an equal
voice, though their interests be different, and a majority have a right to
conduct the business. 3 John. Ch. R. 400; 3 Chit. Com. Law, 236; Colly.
Partn. B. 2, c. 2, s. 1; Id. B. 3, c. 1, s. 262, Story Partn. 123. 3. When
there are only two partners, and they dissent, neither can bind the
partnership, when the person with whom they deal has notice of such
disagreement. 1 Stark. R. 164. See 1 Camp. R. 403; 10 East, R. 264; 7 Price,
Rep. 193; 6 Ves. 777; 16 Vin. Ab. 244. But this right of the majority is
confined to transactions in the usual scope of the business, and not to a
change of the articles of the partnership, for in such case all the partners
must consent, 4 John. Ch. R. 573.
11. The stock used in a joint undertaking by way of partnership in
trade, is always considered in common and not as joint property, and
consequently there is no survivorship therein; jus accrescendi inter
mercatores, pro beneficio commercii, locum non habet. On the death of one
partner, therefore, his representatives become tenants in common with the
survivor, of all the partnership effects in possession. But with respect to
choses in action, survivorship so far exists at law, as that the remedy or
right to reduce them into possession vests exclusively in the survivor;
although when they are recovered, the representatives of the deceased
partner have, in equity, the same right of sharing and participating in them
which their testator or intestate would have possessed had he been living. 1
Ld. Raym. 340. See 2 Dall. 65, 66, in note; 1 Dall. 248; 4 Dall. 354; 2
Serg. & Rawle, 494.
12. When real estate is owned by a partnership, it is held by the
partners subject in all respects to the ordinary incident's of land held in
common. 1 Sumn. R. 174; 7 Conn. 11; 5 Hill, (N. Y.) Rep. 118; 4 Mete. 537.
But in equity the partners may by agreement, express or implied, affect real
estate with a trust as, a partnership property, and, by that means, render
it in, equity subject to the rules applicable to partnership property as
between the partners themselves and all claiming under them. 2 Edw. R. 28; 2
Rand. R. 183; 7, S. & R. 438, 441; Conn. 11; 5 Metc. 582; 6 Yerg. 20.
See, generally, as to partners, 5 Com. Dig. Merchant, D; Bac. Abr.
Merchant, C; Wats. on Partn. passim; Gow on Partn. passim; Supp. to Ves. jr.
vol. 1, p. 36, 279 281, 312, 389, 449, 503; Id. vol. 2, p. 40, 314, 315,
317, 362, 364, 377, 384, 456; 1 Salk. 291, 392; 1 Swanst. R. 506, 9; 10 East
R. 265; 4 Ves. 396; 1 Hare & Wall. Sel. Dec. 292, 304; Civ. Code of Lo. B.
3, t. 11; Code Civ. L. 3, t. 9; Code de Proc. Civ. L. 1, t. 3; Chit. Contr.
66 to 82; Poth. Contrat de Societe; Bouv. Inst. Index, h.t. Vide Articles
of Partnership; Death of. a partner; Dissolution; Firm; Partnership.
|
| | podobné slovo | definícia |
partnership
(mass) | partnership
- partnerstvo, spolupráca |
partnerstvo
(msas) | partnerstvo
- partnership |
partnerstvo
(msasasci) | partnerstvo
- partnership |
copartnership
(encz) | copartnership,spolupartnerství Zdeněk Brožcopartnership,spolupodílnictví n: Zdeněk Brož |
general partnership
(encz) | general partnership,veřejná obchodní společnost n: [práv.] Ivan Masár |
limited partnership
(encz) | limited partnership,společnost s ručením omezeným [ekon.] RNDr. Pavel
Piskač |
loss coverage by partners
(encz) | loss coverage by partners,úhrada ztráty společníky [ekon.] přehled o
peněžních tocích/cash flow statement Ivan Masár |
other contributions of cash by partners and shareholders
(encz) | other contributions of cash by partners and shareholders,další vklady
peněžních prostředků společníků a akcionářů [ekon.] přehled o peněžních
tocích/cash flow statement Ivan Masár |
partners
(encz) | partners,společníci n: pl. TonyMi |
partners in crime
(encz) | partners in crime,spolupachatelé mikosoft |
partnership
(encz) | partnership,osobní společnost n: [ekon.] Ivan Masárpartnership,partnerství n: Zdeněk Brožpartnership,společenství n: Zdeněk Brožpartnership,spolupráce n: Pajoshpartnership,spoluúčast n: Zdeněk Brož |
partnership certificate
(encz) | partnership certificate, n: |
payables from partners
(encz) | payables from partners, cooperative members and association
members,závazky ke společníkům, členům družstva a účastníkům
sdružení [ekon.] rozvaha/balance sheet Ivan Masár |
payment of share in equity to partners
(encz) | payment of share in equity to partners,vyplacení podílů na vlastním
jmění společníkům [ekon.] přehled o peněžních tocích/cash flow
statement Ivan Masár |
receivables from partners
(encz) | receivables from partners, cooperative members and association
members,pohledávky za společníky, členy družstva a účastníky
sdružení [ekon.] rozvaha/balance sheet Ivan Masár |
trading partners
(encz) | trading partners, |
trasfer of profit/loss to partners
(encz) | trasfer of profit/loss to partners,převod podílu na výsledku hospodaření
společníkům [ekon.] výkaz zisku a ztrát=profit/loss account Ivan Masár |
partnerství
(czen) | partnerství,partnershipn: Zdeněk Brož |
spolupartnerství
(czen) | spolupartnerství,copartnership Zdeněk Brož |
Copartnership
(gcide) | Copartnership \Co*part"ner*ship\, n.
1. The state of being a copartner or of having a joint
interest in any matter.
[1913 Webster]
2. A partnership or firm; as, A. and B. have this day formed
a copartnership.
[1913 Webster] |
Limited partnership
(gcide) | Partnership \Part"ner*ship\, n.
1. The state or condition of being a partner; as, to be in
partnership with another; to have partnership in the
fortunes of a family or a state.
[1913 Webster]
2. A division or sharing among partners; joint possession or
interest.
[1913 Webster]
Rome, that ne'er knew three lordly heads before,
First fell by fatal partnership of power. --Rowe.
[1913 Webster]
He does possession keep,
And is too wise to hazard partnership. --Dryden.
[1913 Webster]
3. An alliance or association of persons for the prosecution
of an undertaking or a business on joint account; a
company; a firm; a house; as, to form a partnership.
[1913 Webster]
4. (Law) A contract between two or more competent persons for
joining together their money, goods, labor, and skill, or
any or all of them, under an understanding that there
shall be a communion of profit between them, and for the
purpose of carrying on a legal trade, business, or
adventure. --Kent. --Story.
[1913 Webster]
Note: Community of profit is absolutely essential to, though
not necessarily the test of, a partnership.
[1913 Webster]
5. (Arith.) See Fellowship, n., 6.
[1913 Webster]
Limited partnership, a form of partnership in which the
firm consists of one or more general partners, jointly and
severally responsible as ordinary partners, and one or
more special partners, who are not liable for the debts of
the partnership beyond the amount of cash they contribute
as capital.
Partnership in commendam, the title given to the limited
partnership (F. soci['e]t['e] en commandit['e]) of the
French law, introduced into the code of Louisiana.
--Burrill.
Silent partnership, the relation of partnership sustained
by a person who furnishes capital only.
[1913 Webster] |
Partnership
(gcide) | Partnership \Part"ner*ship\, n.
1. The state or condition of being a partner; as, to be in
partnership with another; to have partnership in the
fortunes of a family or a state.
[1913 Webster]
2. A division or sharing among partners; joint possession or
interest.
[1913 Webster]
Rome, that ne'er knew three lordly heads before,
First fell by fatal partnership of power. --Rowe.
[1913 Webster]
He does possession keep,
And is too wise to hazard partnership. --Dryden.
[1913 Webster]
3. An alliance or association of persons for the prosecution
of an undertaking or a business on joint account; a
company; a firm; a house; as, to form a partnership.
[1913 Webster]
4. (Law) A contract between two or more competent persons for
joining together their money, goods, labor, and skill, or
any or all of them, under an understanding that there
shall be a communion of profit between them, and for the
purpose of carrying on a legal trade, business, or
adventure. --Kent. --Story.
[1913 Webster]
Note: Community of profit is absolutely essential to, though
not necessarily the test of, a partnership.
[1913 Webster]
5. (Arith.) See Fellowship, n., 6.
[1913 Webster]
Limited partnership, a form of partnership in which the
firm consists of one or more general partners, jointly and
severally responsible as ordinary partners, and one or
more special partners, who are not liable for the debts of
the partnership beyond the amount of cash they contribute
as capital.
Partnership in commendam, the title given to the limited
partnership (F. soci['e]t['e] en commandit['e]) of the
French law, introduced into the code of Louisiana.
--Burrill.
Silent partnership, the relation of partnership sustained
by a person who furnishes capital only.
[1913 Webster] |
Partnership in commendam
(gcide) | Commendam \Com*men"dam\, n. [LL. dare in commendam to give into
trust.] (Eng. Eccl. Law)
A vacant living or benefice commended to a cleric (usually a
bishop) who enjoyed the revenue until a pastor was provided.
A living so held was said to be held in commendam. The
practice was abolished by law in 1836.
[1913 Webster]
There was [formerly] some sense for commendams.
--Selden.
[1913 Webster]
Partnership in commendam. See under Partnership.
[1913 Webster]Partnership \Part"ner*ship\, n.
1. The state or condition of being a partner; as, to be in
partnership with another; to have partnership in the
fortunes of a family or a state.
[1913 Webster]
2. A division or sharing among partners; joint possession or
interest.
[1913 Webster]
Rome, that ne'er knew three lordly heads before,
First fell by fatal partnership of power. --Rowe.
[1913 Webster]
He does possession keep,
And is too wise to hazard partnership. --Dryden.
[1913 Webster]
3. An alliance or association of persons for the prosecution
of an undertaking or a business on joint account; a
company; a firm; a house; as, to form a partnership.
[1913 Webster]
4. (Law) A contract between two or more competent persons for
joining together their money, goods, labor, and skill, or
any or all of them, under an understanding that there
shall be a communion of profit between them, and for the
purpose of carrying on a legal trade, business, or
adventure. --Kent. --Story.
[1913 Webster]
Note: Community of profit is absolutely essential to, though
not necessarily the test of, a partnership.
[1913 Webster]
5. (Arith.) See Fellowship, n., 6.
[1913 Webster]
Limited partnership, a form of partnership in which the
firm consists of one or more general partners, jointly and
severally responsible as ordinary partners, and one or
more special partners, who are not liable for the debts of
the partnership beyond the amount of cash they contribute
as capital.
Partnership in commendam, the title given to the limited
partnership (F. soci['e]t['e] en commandit['e]) of the
French law, introduced into the code of Louisiana.
--Burrill.
Silent partnership, the relation of partnership sustained
by a person who furnishes capital only.
[1913 Webster] |
Silent partnership
(gcide) | Partnership \Part"ner*ship\, n.
1. The state or condition of being a partner; as, to be in
partnership with another; to have partnership in the
fortunes of a family or a state.
[1913 Webster]
2. A division or sharing among partners; joint possession or
interest.
[1913 Webster]
Rome, that ne'er knew three lordly heads before,
First fell by fatal partnership of power. --Rowe.
[1913 Webster]
He does possession keep,
And is too wise to hazard partnership. --Dryden.
[1913 Webster]
3. An alliance or association of persons for the prosecution
of an undertaking or a business on joint account; a
company; a firm; a house; as, to form a partnership.
[1913 Webster]
4. (Law) A contract between two or more competent persons for
joining together their money, goods, labor, and skill, or
any or all of them, under an understanding that there
shall be a communion of profit between them, and for the
purpose of carrying on a legal trade, business, or
adventure. --Kent. --Story.
[1913 Webster]
Note: Community of profit is absolutely essential to, though
not necessarily the test of, a partnership.
[1913 Webster]
5. (Arith.) See Fellowship, n., 6.
[1913 Webster]
Limited partnership, a form of partnership in which the
firm consists of one or more general partners, jointly and
severally responsible as ordinary partners, and one or
more special partners, who are not liable for the debts of
the partnership beyond the amount of cash they contribute
as capital.
Partnership in commendam, the title given to the limited
partnership (F. soci['e]t['e] en commandit['e]) of the
French law, introduced into the code of Louisiana.
--Burrill.
Silent partnership, the relation of partnership sustained
by a person who furnishes capital only.
[1913 Webster] |
Special partnership
(gcide) | Special \Spe"cial\, a. [L. specialis, fr. species a particular
sort, kind, or quality: cf. F. sp['e]cial. See Species, and
cf. Especial.]
1. Of or pertaining to a species; constituting a species or
sort.
[1913 Webster]
A special is called by the schools a "species". --I.
Watts.
[1913 Webster]
2. Particular; peculiar; different from others;
extraordinary; uncommon.
[1913 Webster]
Our Savior is represented everywhere in Scripture as
the special patron of the poor and the afficted.
--Atterbury.
[1913 Webster]
To this special evil an improvement of style would
apply a special redress. --De Quincey.
[1913 Webster]
3. Appropriate; designed for a particular purpose, occasion,
or person; as, a special act of Parliament or of Congress;
a special sermon.
[1913 Webster]
4. Limited in range; confined to a definite field of action,
investigation, or discussion; as, a special dictionary of
commercial terms; a special branch of study.
[1913 Webster]
5. Chief in excellence. [Obs.]
[1913 Webster]
The king hath drawn
The special head of all the land together. --Shak.
[1913 Webster]
Special administration (Law), an administration limited to
certain specified effects or acts, or one granted during a
particular time or the existence of a special cause, as
during a controversy respecting the probate of a will, or
the right of administration, etc.
Special agency, an agency confined to some particular
matter.
Special bail, Bail above, or Bail to the action (Law),
sureties who undertake that, if the defendant is
convicted, he shall satisfy the plaintiff, or surrender
himself into custody. --Tomlins. --Wharton (Law Dict.).
Special constable. See under Constable. --Bouvier.
Special damage (Law), a damage resulting from the act
complained of, as a natural, but not the necessary,
consequence of it.
Special demurrer (Law), a demurrer for some defect of form
in the opposite party pleading, in which the cause of
demurrer is particularly stated.
Special deposit, a deposit made of a specific thing to be
kept distinct from others.
Special homology. (Biol.) See under Homology.
Special injuction (Law), an injuction granted on special
grounds, arising of the circumstances of the case.
--Daniell.
Special issue (Law), an issue produced upon a special plea.
--Stephen.
Special jury (Law), a jury consisting of persons of some
particular calling, station, or qualification, which is
called upon motion of either party when the cause is
supposed to require it; a struck jury.
Special orders (Mil.), orders which do not concern, and are
not published to, the whole command, such as those
relating to the movement of a particular corps, a detail,
a temporary camp, etc.
Special partner, a limited partner; a partner with a
limited or restricted responsibility; -- unknown at common
law.
Special partnership, a limited or particular partnership;
-- a term sometimes applied to a partnership in a
particular business, operation, or adventure.
Special plea in bar (Law), a plea setting forth particular
and new matter, distinguished from the general issue.
--Bouvier.
Special pleader (Law), originally, a counsel who devoted
himself to drawing special counts and pleas; in a wider
sense, a lawyer who draws pleadings.
Special pleading (Law), the allegation of special or new
matter, as distingiushed from a direct denial of matter
previously alleged on the side. --Bouvier. The popular
denomination of the whole science of pleading. --Stephen.
The phrase is sometimes popularly applied to the specious,
but unsound, argumentation of one whose aim is victory,
and not truth. --Burrill.
Special property (Law), a qualified or limited ownership
possession, as in wild animals, things found or bailed.
Special session, an extraordinary session; a session at an
unusual time or for an unusual purpose; as, a special
session of Congress or of a legislature.
Special statute, or Special law, an act of the
legislature which has reference to a particular person,
place, or interest; a private law; -- in distinction
from a general law or public law.
Special verdict (Law), a special finding of the facts of
the case, leaving to the court the application of the law
to them. --Wharton (Law Dict.).
[1913 Webster]
Syn: Peculiar; appropriate; specific; dictinctive;
particular; exceptional; singular. See Peculiar.
[1913 Webster] |
copartnership
(wn) | copartnership
n 1: a partnership in which employees get a share of the profits
in addition to their wages |
partnership
(wn) | partnership
n 1: the members of a business venture created by contract
2: a cooperative relationship between people or groups who agree
to share responsibility for achieving some specific goal;
"effective language learning is a partnership between school,
teacher and student"; "the action teams worked in partnership
with the government"
3: a contract between two or more persons who agree to pool
talent and money and share profits or losses |
partnership certificate
(wn) | partnership certificate
n 1: a certificate showing the interests of all parties in a
business partnership |
metadata information partners
(foldoc) | The Metadata Company
Metadata Information Partners
A company founded by Jack E. Myers, originally known
as Metadata Information Partners. Myers trademarked the word
"Metadata" (unhyphenated with initial capital, as opposed to
the general term metadata) to represent
implementations of his MetaModel and to designate his
company.
Myers claims that a data and publication search in the summer
of 1969 failed to discover any use either of the word
"metadata" or "meta data".
(http://metadata.com/).
E-mail: .
Address: 444 West Ocean Blvd, Suite 1600, Long Beach CA 90802,
USA.
(2010-05-15)
|
ARTICLES OF PARTNERSHI
(bouvier) | ARTICLES OF PARTNERSHIP. The name given to an instrument of writing by which
the parties enter into a partnership, upon the conditions therein mentioned.
This instrument generally contains certain provisions which it is the object
here to point out.
2. But before proceeding more particularly to the consideration of the
Subject, it will be proper to observe that sometimes preliminary agreements
to enter into a partnership are formed, and that questions, not
unfrequently, arise as to their effects. These are not partnerships, but
agreements to enter into partnership at a future time. When such an
agreement has been broken, the parties may apply for redress to a court of
law, where damages will be given, as a compensation. Application is
sometimes made to courts of equity for their more efficient aid to compel a
specific performance. In general these courts will not entertain bills for
specific performance of such preliminary contracts; but in order to suppress
frauds, or manifestly mischievous consequences, they will compel such
performance. 3 Atk. 383; Colly. Partn. B. 2, c. 2, Sec. 2 Wats. Partn. 60;
Gow, Partn. 109; Story, Eq. Jur. Sec. 666, note; Story, Partn. Sec. 189; 1
Swanst. R. 513, note. When, however, the partnership may be immediately
dissolved, it seems the contract cannot be specifically enforced. 9 Ves.
360.
3. It is proper to premise that under each particular head, it is
intended briefly to examine the decisions which have been made in relation
to it.
4. The principal parts of articles of partnership are here enumerated.
1. The names of the contracting parties. These should all be severally set
out.
5.-2. The agreement that the parties actually by the instrument enter
into partnership, and care must be taken to distinguish this agreement from
a covenant to enter into partnership at a future time.
6.-3. The commencement of the partnership. This ought always to be
expressly provided for. When no other time is fixed by it, the commencement
will take place from the date of the instrument. Colly. Partn. 140 5 Barn. &
Cres. 108.
7.-4. The duration of the partnership. This may be. for life, or for
a, specific period of time; partnerships may be conditional or indefinite in
their duration, or for a single adventure or dealing; this period of
duration is either express or implied, but it will not be presumed to be
beyond life. 1 Swanst. R. 521. When a term is fixed, it is presumed to
endure until that period has elapsed; and, when no term is fixed, for the
life of the parties, unless sooner dissolved by the acts of one of them, by
mutual consent, or operation of law. Story, Part. Sec. 84.
8. A stipulation may lawfully be introduced for the continuance of the
partnership after the death of one of the parties, either by his executors
or administrators, or for the admission of one or more of his children into
the concern. Colly. Partn. 147; 9 Ves. 500. Sometimes this clause provides,
that the interest of the partner shall go to such persons, as be shall by
his last will name and appoint, and for want of appointment to such persons
as are there named. In these cases it seems that the executors or
administrators have an option to continue the partnership or not. Colly.
Partn. 149; 1 McCl. & Yo. 569; Colles, Parl. Rep. 157.
9. when the duration of the partnership has been fixed by the articles,
and the partnership expires by mere effluxion of time, and, after such
determination it is carried on by the partners without any new agreement, in
the absence of all circumstances which may lead as to the true intent of the
partners, the partnership will not, in general, be deemed one for a definite
period; 17 Ves. 298; but in other respects, the old articles of the expired
partnership are to be deemed adopted, by implication as the basis of the new
partnership during its continuance. 5 Mason, R. 176, 185; 15 Ves. 218; 1
Molloy, R. 466.
10.-5. The business to be carried on and the place where it is to be
conducted. This clause ought to be very particularly written, as courts of
equity will grant an injunction when one or more of the partners attempt,
against the wishes of one or more of them, to extend such business beyond
the provision contained in the articles. Story, Partn. Sec. 193; Gow, Partn
398.
11 - 6. The name of the firm, as for example, John Doe and Company,
ought to be ascertained. The members of the partnership are required to use
the name thus agreed upon, and a departure from it will make them
individually liable to third persons or to their partners, in particular
cases. Colly. Partn. 141; 2 Jac. & Walk. 266; 9 Adol. & Ellis, 314; 11 Adol.
& Ellis, 339; Story, Partn. Sec. 102, 136, 142, 202.
12.-7. A provision is not unfrequently inserted that the business shall
be managed and administered by a particular partner, or that one of its
departments shall be under his special care. In this case, courts of equity
will protect such partner in his rights. Story, Partn. Sec. 172, 182, 193,
202, 204 Colly. Partn. 753. In Louisiana, this provision is incorporated in
it's civil code, art. 2838 to art. 2840. The French and civil law also agree
as to this provision. Poth. de Societe, n. 71; Dig. 14, 1, 1, 13; Poth.
Pand. 14, 1, 4.
13. Sometimes a provision is introduced that a majority of the partners
shall have the management of the affairs of the partnership. This is
requisite, particularly when the associates are numerous, As to the rights
of the majority, see Partners.
14.-8. A provision should be inserted as to the manner of furnishing
the capital or stock of the partnership. When a partner is required to
furnish his proportion of the stock at stated periods, or pay by
installments, he will, where there are no stipulations to the contrary, be
considered a debtor to the firm. Colly. Partn. 141; Story, Partn. Sec. 203;
1 Swanst. R. 89, Sometimes a provision is inserted that real estate, and
fixtures belonging to the firm shall be considered, as between the partners,
not as partnership but as several property. In cases of bankruptcy this
property will be treated as the separate property of the partners. Colly.
Partn. 141, 595, 600; 5 Ves. 189; 3 Madd. R. 63.
15.-9. A provision for the apportionment of the profits a and losses
among the partners should be introduced. In the absence of all proof, and
controlling circumstances, the partners are to share in both equally,
although one may have furnished all the capital, and the other only his
skill, Wats. Partn. 59; Colly. Partn. 105; Story, Partn. Sec. 24; 3 Kent,
Com. 28; 4th ed.; 6 Wend. R. 263; but see 7 Bligh, R. 432; 5 Wils. & Shaw,
16.
16.-10. Sometimes a stipulation for an annual account of the Property
of the partnership whether in possession or in action, and of the debts due
by partnership is inserted. These accounts when settled are at least prima
facie evidence of the facts they contain. Colly. Partn. 146 Story Partn.
Sec. 206; 7 Sim. R. 239.
17.-11. A provision is frequently introduced forbidding any one
partner to carry on any other business. This should be provided for, though
there is an implied provision in every partnership that no partner shall
carry. on any separate business inconsistent or contrary to the true
interest of the partnership. Story, Partn. Sec. 178, 179, 209.
18.- 12. When the partners are numerous, a provision is often made for
the expulsion of a partner for gross misconduct, for insolvency, bankruptcy,
or other causes particularly enumerated. This provision will govern when the
case occurs.
19.-13. This instrument should always contain a provision for winding
up the business. This is generally provided for in one of three modes:
first, by turning all the assets into cash, and, after paying all the
liabilities of the partnership, dividing such money in proportion to the
several interests of the parties; secondly, by providing that one or more of
the partners shall be entitled to purchase the shares of the others at a
valuation; thirdly, that all the property of partnership shall be appraised,
and that after paying the partnership debts, it shall be divided in the
proper proportions. The first of these modes is adopted by courts of equity
in the absence of express stipulations. Colly. Partn. 145 Story, Partn. Sec.
207 8 Sim. R. 529.
20.-14. It is not unusual to insert in these articles, a provision
that in case of disputes the matter shall be submitted to arbitration. This
clause seems nugatory, for no action will lie for a breach of it, as that
would deprive the courts of their jurisdiction, which the parties cannot do.
Story, Partn. Sec. 215; Gow, Partn. 72; Colly. Partn, 165 Wats. Partn. 383.
21.-15. The articles should be dated, and executed by the parties. It
is not requisite that the instrument, should be under seal. Vide Parties to
contracts; Partners Partnership.
|
COPARTNERSHI
(bouvier) | COPARTNERSHIP. This word is frequently used in the sense of partnership.
(q.v.)
|
PARTNERSHIP
(bouvier) | PARTNERSHIP, contracts. An agreement between two or more persons, for
joining together their money, goods, labor and skill, or either or all of
them, for the purpose of advancing fair trade, and of dividing the profits
and losses arising from it, proportionably or otherwise, between them. 2
Bouv. Inst. n. 1435; Watson on Partn. 1; Gow on Partn. 2; see Civ. Code of
Lo. art. 2772; Code Civ. art. 1832; Forbes. Inst. of Scotch Law, part 2, B.
3, s. 3, p. 184; edit. Edin. 1722, 12mo.; Dolmat, Civ. Law, vol. 1, p. 85;
9. John. R. 488; Puffend. B. 5, c. 8; 2 H. Bl. 246; 1 H. Bl. 37; Ersk. Inst.
B. 3, t. 3, Sec. 18; Tapia, Elementos de Jurisp. Mercantil, p. 86; 5 Duv.
Dr. Civ. Fr. tit. 9, c. 1, n, 17; 4 Pard. Dr. Com. n. 966; 2 Bell's Com.
611, 5th ed.; Aso & Mann. Inst. B. 2, tit.
1. Sometimes partnership signifies a moral being composed of the
reunion of all the partners. 4 Pard. n. 966. As a partnership has a separate
existence as a person, it becomes liable to fulfill all its engagements, and
the partners are individually bound and responsible only on its default, as
sureties. 2 Bell's Comm. B. 6, c. 1, n. 4, p. 619, 5th ed.
2. Partnerships will be considered, 1st. In respect to their character
and extent, as they regard property. 2d. With relation to the number and
character of parties. 3d. As they are divided by the French code. 4th. As to
their creation. 5th. As to their object. 6th. As to their duration. 7th. As
to their dissolution. 8th. As to partnerships in Louisiana.
3.-Sec. 1. In respect to their character and extent, as they regard
property, partnerships maybe divided into three classes, namely: universal
partnerships; general partnerships; and limited or special partnerships. 1.
A universal partnership is one where the parties agree to bring into the
firm all their property, real, personal and mixed, and to employ all their
skill, labor, and services, in the trade, or business, for their common
benefit. This, kind of partnership is perhaps unknown in the United States.
5 Mason, R. 176.
4.-2. General partnerships are properly such, where the parties carry
on all their trade and business for their joint benefit and profit; and it
is not material whether the capital stock be limited or not, or the
contributions of the partners be equal or unequal. Cowp. 814. The game
appellation is given to a partnership where the parties are engaged in one
branch of trade only.
5.-3. Special partnerships, are those formed for a special or
particular branch of business, as contradistinguished from the general
business or employment of the parties, or of one of them. When they extend
to a single transaction or adventure only, such as the purchase and sale of
a particular parcel of goods, they are more commonly called limited
partnerships. The appellation is however given to both classes of cases
indiscriminately. Story, Partn. Sec. 75
6.-Sec. 2. When considered in relation to the number and character of
the parties, partnerships are divided into private partnerships and public
companies. 1. Private partnerships are those which consist of two or more
partners for some private undertaking, trade, or business.
7.-Sec. 2. Public companies are those where a greater number of
persons are concerned, and the stock is divided into a considerable number
of shares, the object embracing generally public as well as private
interests. This term is, however, perhaps loosely applied, as these
companies have for the most part the character of private associations. They
are either incorporated or not. The incorporated are to be governed by the
rules established in their respective charters. See Corporation. The
unincorporated are in general subject, to all the regulations of a common
private partnership.
8.-Sec. 3. In the French law, partnerships are divided into three
kinds, namely: 1. Partnerships under a collective name, that is, where the
name of the firm contains the names of all or some of the partners.
9.-2. Partnerships en commandite or in commendam; these are limited
partnerships, where one or more persons are general partners, and are
jointly and severally responsible with all their estates, and one or, more
other persons who furnish a part or the whole of the capital, who are liable
only to the extent of the capital they have furnished. The business is
carried on in, the name of the general partners. This species of
partnership, with some modifications, has been adopted in several of the
states of the American union. 3 Kent, Com. 34, 4th ed.; 2 Bouv. Inst. n.
1473, et seq.
10.-3. Anonymous partnerships are those in which all the partners are
engaged in the business, there is no social name or firm, but a name
designating the object of the association. The business is managed by
syndics or directors. Vide Poth. de Societe, h.t.; 5, Duv. Dr. Civ., Fr.
h.t.; Pardes. Dr: Com. h.t.; Code de Com. h.t.; Merl. Repert. h.t. In
Louisiana a similar division has been made. Civ. Code of Lo. h.t.
11.-Sec. 4. Partnerships are created by mere act of the parties; and
in this they differ from, corporations which require the sanction of public
authority, either express or implied. Aug. & Ames on Corp. 23. The consent
of the parties may be testified, either in express terms, as by articles of
partnership, or positive agreement; or the assent may be tacit, and to be
implied solely from the act of the parties. An implied or presumptive assent
has equal operation with one that is express and determined. And it may be
laid down as a general and undeniable proposition, that persons having a
mutual interest in the profits and loss of any business, or particular
branch of business, carried on by them, or persons appearing ostensibly to
the world as joint traders, are to be recognized and treated as partners,
whatever may be the nature of the agreement under which they act, or
whatever motive or inducement may prompt them to such an exhibition. 1 Dall.
269.
12. A community of property does not of itself create a partnership,
however that property may be acquired, whether by purchase, donation,
accession, inheritance or prescription. Civ. Code of Louis. art. 2777. Hence
joint tenants or tenants in common of lands, goods, or chattels, under
devises or bequests in last wills or testaments, and deeds or donations
inter vivos, and inheritances or successions, are not partners. Story,
Partn. Sec. 3.
13. Joint owners of ships are not, in consequence of such ownership, to
be considered as partners. Abbot on Ship. 68; 3. Kent, Com. 25, 4th ed.; 15
Wend. 187; and see Poth. De Societe, n. 2; 4 Pard. Dr. Com. n. 969; 17 Dur.
Dr. Fr. n. 320; 5 Duv. Dr. Civ. Fr. n. 33.
14.-The free and personal choice of the contracting parties is so
essentially necessary to the constituting of a partnership, that even
executors and representatives of deceased partners do not, in their
representative capacity, succeed to the state and condition of partners; 2
Ves. sen. 34; Wats. on Partn. 6; although a community of interest
necessarily exists between them and the surviving partners, until the
affairs of the partnership are wound up. 11 Ves. 3. When there is a positive
agreement at the commencement of the partnership, that the personal
representative or heir of a partner shall succeed him in the partnership,
the obligation will be considered valid. Coll. on part. B. 1; ch. 1, Sec.
11; Story, Partn. Sec. 5.
15.-Sec. 5. The object of the partnership must be legal. All
partnerships, therefore, which are formed for any purpose forbidden by law
or good morals, are null and void. But all the partners in such a
partnership are jointly liable to third persons who may contract with them
without a knowledge of the illegal or immoral object of the partnership.
Civ. Code of Lo. art. 2775; 5 B. & A. 341 2 B. & P. 371; 3 T. R. 454; Poth.
Oblig. by Evans, vol. 2, page 3; Gow on Partn. 8; Wats. Partn. 131.
Partnerships are not confined to mere commercial trade or business; but
generally extend to, manufactures and, to all other lawful occupations and
employments, or to professional or other business. They may extend to all
the business of the parties; to a single branch of such business; to a
single adventure; or to a single thing. But there cannot lawfully be a
partnership in a mere, personal office, especially when it is of a public
nature, requiring the personal confidence in the skill and integrity of the
officer. Story, Partn. Sec. 81; Colly. Partn. 31.
16.-Sec. 6. Partnerships may be formed to last for life, or for a
specific period of time; they may be conditional or indefinite in their
duration, or for a single adventure or dealing; this depends altogether on
the will of the parties. The period of duration is either expressed or
implied, but the law will not presume that it shall last beyond life. 1
Swanst. 521; 1 J. Wils. R., 181. When a particular term is fixed, it is
presumed to endure until the period has elapsed; when no term is fixed, it
is presumed to endure for the life of the parties, unless previously
dissolved, by the acts of one of them, by mutual consent, or by operation of
law. Story, Partn. Sec. 84. When no time is limited for the duration of a
general trading partnership, it is a partnership at will, and may be
dissolved at any time at the pleasure of any one or more of the partners.
17.-Sec. 7. A partnership may be dissolved in several ways: when the
partnership is formed for a single dealing or transaction, it follows that
it is at an end so soon as the dealing or transaction in which the partners
jointly engaged is completed. Gow on Partn. 268; Inst. Lib. 3, tit., 26, s.
6.
18. Where a general partnership is formed, either for a definite, or an
indefinite period of time, the causes which may operate a destruction of it,
are various. In the case of a partnership limited as to its duration, it
may, in the intermediate time, before the restricted period of its
termination arrives, be dissolved either by the death, the confirmed
insanity, the bankruptcy of all or one of the partners, or it may endure the
stipulated period, and expire with the effluxion of time; but where the
partnership is unlimited as to its existence, although in the instances of
death or bankruptcy, it is determined, yet if they do not intervene, any
partner may withdraw himself from it whenever he thinks proper. Code, lib.
4, t. 37, 1, 5.
19. Besides the causes above stated for a dissolution, a partnership,
limited or unlimited as to its duration, may be dissolved by the decree of a
court of equity, where the conduct of some or all of the partners has been
such as not to carry on the trade or undertaking on the terms stipulated;
Gow on Partn. 269; or by the involuntary or compulsory, sale or transfer of
the partnership interest of any one of the partners. 17 John. R. 525.
20. In New York, it has been held that there is no such thing as an
indissoluble partnership, and that, therefore, any partner may withdraw at
any time; and by that act the partnership will be solved; the other party
having his action against the withdrawing partner upon his covenant to
continue the partnership; 19 Johns. R. 538. This doctrine is not in
accordance with the English law. Indeed it is even doubtful in New York.
Story, Eq. Jur. Sec. 668; Story, Partn. Sec. 275; 3 Kent Com. 61, 4th ed.; 1
Hoffm. Ch. R. 534. See Gow on Partn. 803, 305, and 4 Wash. C. C. R. 232.
21. It may also be dissolved by the extinction of the thing or object of
the partnership; or by the agreement of the parties. See Civ. Code of Louis.
art. 2847 Code Civ. B. 3, fit. 9, c 4 art. 1865 to 1872; 2 Bell's Com. 631
to 6414, 6th ed. See Dissolution.
22. The effect of the dissolution of the partnership is to disable any
one of the partners from contracting new obligations or engagements on
account of the firm. 1 Pet., R. 351; 3 McCord, 378; 4 Munf. 215; 2 John.,
300; 5 Mason, 56; Harper, R. 470; 4 John. 224; 1 McCord, 338; 6 Cowen, 701.
But notwithstanding the dissolution there remain, with each of the partners,
certain powers, rights, duties, authorities, and relations between them,
which are indispensable to the complete arrangement and final settlement of
the affairs of the firm. The partnership must, therefore, subsist for many
purposes, notwithstanding the dissolution. Among these are, 1st. The
completion of an the unperformed engagements of the partnership. 2d. The
conversion of all the property, means and assets of the partnership,
existing at the time of the dissolution, for the benefit of those who, were
partners, according to their respective shares. 3d. The application of the
partnership funds, to, the liquidation of the partnership debts. Story,
Partn. Sec. 324.
23.-Sec. 3. By the laws of Louisiana, partnerships are divided, as to
their object, into commercial partnerships and ordinary partnerships
Commercial partnerships are such as are formed, 1. For the purchase of any
personal property, and the sale thereof, either in the same state or changed
by manufacture. 2. For buying and selling any personal property whatsoever,
as factors or brokers. 3. For carrying personal property for hire, in ships
or other vessels. Civ. Code of Lo. art., 2796.
24. Ordinary partnerships are, such as are not commercial; they are
divided into universal or particular partnerships. Id. art. 2797.
25. Universal partnership is a contract by which the parties agree to
make a common stock of all the property they respectively possess; they may
extend it to all the property real and personal, or restrict it to personal
only; they may, as, in other partnerships, agree that the property itself
shall be common stock, or that the fruits only shall be such; but property
which may accrue to one of the parties, after entering into the partnership,
by donation, succession, or legacy, does not become common stock, and any
stipulation to that effect, previous to the obtaining the property
aforesaid, is void. Code Civ. of Lo.art. 2800.
26. Particular partnerships are such as are formed for any business not
of a commercial nature. Id. art. 2806. The business of this partnership must
be conducted in the name of all the persons concerned, unless a firm is
adopted by the articles of partnership reduced to writing, and recorded as
is prescribed with respect to partnerships in commendam. Id. art 2808.
27. There is also a species of partnership which may be incorporated
with either of the other kinds, called partnership in commendam, or limited
partnership. Id. art. 799. 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 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. Id. art. 2810.
28. Every species of partnership may receive such partners. It is
therefore a modification of which the several kinds of partnerships are
susceptible, rather than a separate division of partnerships. Vide Bouv.
Inst. Index, h.t.: Firm.
|
QUASI PARTNERS
(bouvier) | QUASI PARTNERS. Partners of lands, goods, or chattels, who are not actual
partners, are sometimes so called. Poth. De Societe, App. n. 184. Vide Part
owners.
|
SPECIAL PARTNERSHIP
(bouvier) | SPECIAL PARTNERSHIP. Special or limited partnerships are of two kinds; 1.
Those at common law. 2. Limited partnerships, or those in commendam.
2. Special partnerships at common law, are those formed for a
particular or special branch of business, as contradistinguished from the
general business of the parties, or of one of them.
3. A limited or special partnership, under special acts of assembly,
may be found in several states. In such partnerships some of the partners
are liable as general partners, while others are responsible only to the
extent of the capital they have furnished. See 2 Bouv. Inst. n. 1472, 1473,
and In Commendam; Partnership.
|
UNIVERSAL PARTNERSHI
(bouvier) | UNIVERSAL PARTNERSHIP. The name of a specie's of partnership by which all
the partners agree to put in common all their property, universorum bonorum,
not only what they then have, but also what they shall acquire. Poth. Du
Contr. de Societe, n. 29.
2. In Louisiana, universal partnerships are allowed, but properly which
may accrue to one of the parties, after entering into the partnership, by
donation, succession, or legacy, does not become common stock, and any
stipulation to that effect, previous to the obtaining the property
aforesaid, is void. Civ. Code, art. 2800.
|
|