stock company to her separate use may compel the company to register her in respect of them. (k) *86 Corporations, &c., may be *6. Corporations and Companies. There is no general principle of law which prevents a corporation from being a partner with another corporation }artners. or with ordinary individuals, except the principle that a corporation cannot lawfully employ its funds for purposes not authorized by its constitution.' It has been assumed by the legislature, in many of the statutes relating to companies, that corporations may lawfully be shareholders (7), and at common law one corporation may be a member of another. (m) Accordingly it has been held that where the above principle does not apply, one com (k) R. v. Carnatic Rail. Co. L. R. 8 Q. B. 299. 'Two firms may be partners in one conjoint firm. In re Hamilton, 1 Fed. Rep. 800. The firm of S. & Co. engaged in the business of making toys, formed a copartnership with the firm of B. & Co., engaged in the same business, for the sale of their goods in New York, under the name of the American Toy Company. Afterwards, in consequence of the death of a member of the firm of S. & Co., the remaining members, with the widow and minor children of the deceased member, procured an act making them a corporation, the preamble stating that for many years they had been engaged in the manufacture of skates, toys, tools and other articles of wood or metal; that it had a large amount of real and personal estate used in the business; that the business was profitable, and that it was for the interest of all concerned that it should not be discontinued, and that the act of incorporation was sought for the purpose of enabling the petitioners to carry on the business of the late firm; and the act providing that the corporation should have power to carry on the manufacture of skates, toys, tools, and other articles of wood or metal, and engage in trade in connection therewith, and that the property of the firm should become vested in the corporation. The business of the firm and its transactions with the toy company had been the same after the death of the deceased member, and were continued in the same manner by the corporation: Held, that the charter of the corporation by necessary intendment authorized it to take the place of the firm as a member of the Toy Company, and that it had become such a member. Butler v. American Toy Company, 46 Conn. 136. The business of the firm of S. & Co. having been continued after the death of one of its members precisely as before, the representatives of the deceased member, taking the benefit of his interest, the firm was not to be regarded as dissolved by his death. Butler v. American Toy Co. 46 Conn. 136. (1) See for example, 7 Wm. 4 & 1 Vict. c. 73, §§ 6 & 10; 7 & 8 Vict. c. 110, §§ 3, 7, No. 8, and § 50. (m) Grant on Corporations, p. 5. pany may hold shares in another (n); although not in a benefit building society. (0) Having regard, however, to the principles which relate to the employment of funds of companies, it may be considered that as a general rule it is primâ facie ultra vires for one company to hold shares in another (p), or to enter into partnership with it. These questions will be examined hereafter when the powers of companies are discussed. (n) Ex parte Contract Corporation, 3 Ch. 105; Royal Bank of India's case, 4 Ch. 252, and 7 Eq. 91. (0) Dobinson v. Hawks, 16 Sim. 407. (p) See Great W. Rail. Co. v. Metrop. Rail Co. 9 Jur. N. S. 562, and Ex parte Contract Corporation, 3 Ch. 105. 135 OF THE EVIDENCE BY WHICH A PARTNERSHIP OR QUASI-PARTNERSHIP MAY BE PROVED. THE Contract of partnership is one of those which does not Evidence by which a partnership or quasi-partnerShip may be proved. require to be entered into with any particular formalities. By the common law of this country, a partnership may be constituted without any official act, such as registry, without any instrument under seal, and even without any writing whatever; and this is the law at the present time, except so far as it has been altered by the statute of frauds, by the acts relating to marine insurance (a), and by those modern acts relating to companies which will be noticed hereafter. But although a partnership may be constituted without any deed or writing, still a person who has entered into a mere verbal agreement for a partnership with another, will not be able to sustain an action for its breach, unless he can prove the terins upon which the partnership was to be entered into. (b) Statute of frauds. The only statutory enactment applicable to ordinary partnership, is the statute of frauds, the 4th section of which enacts, amongst other things: "That no action shall be brought whereby to charge any person upon any contract or sale of land, tenements, or hereditaments, or any interest in or concerning them, or upon any agreement that is not to be performed within the space of one year from the making thereof, unless the agreement upon which such action shall be brought, or some memorandum or note thereof, shall be in writing and signed by the party to be charged therewith, or some other person thereunto by him lawfully authorized." (a) By 30 Vict. c. 23, §7, agreements for marine insurance must be in writing and stamped; and a mutual marine insurance society which infringes these e ctments is an illegal society. See infra, book i. c. 6, § 1. (b) Figes v. Cutler, 3 Stark. 139. Future partner*88 ships, &c. This enactment applies as well to an agreement for a partnership to commence more than a year from the date of the agreement (c), as to an agreement for a present partnership to last more than a year from its commencement (d). But if in either case the parties have acted on the agreement and become partners, the statute ceases to be applicable; for then the ordinary equitable doctrines relating to part-performance come into operation. (e) With respect to that part of the 4th section of the statute of frauds which relates to lands, it is held,-1, that a part Partnerships nership constituted without writing is as valid as one in land. constituted by writing; (f) and 2, that if a partnership is (c) See per Holroyd, J., in Williams v. Jones, 5 B. & C. 108. (d) Ibid. But see as to this McKay v. Rutherford, 13 Jur. 21. (e) See Baxter v. West, 1 Dr. & Sm. 173, where the partners had acted on, and were held bound by, an unsigned memorandum, continuing a partnership for seven years. See, also, Williams v. Williams, 2 Ch. 294, and per Turner, L. J. in Burdon v. Barkus, 4 De G. F. J. 47. 1 There may be a partnership for the buying and selling of lands. Dudley v. Littlefield, 21 Me. 418. See, also, Davis v. Cook, 14 Nev. 265; Kramer v. Arthurs, 7 Penn. St. 165; Bissell v. Harrington, 18 Hun, 81; Potts v. Waugh, 4 Mass. 424; Fall River Co. v. Borden, 10 Cush. 458; Smith v. Burnham, 3 Sumn. C. C. 435; Chester v. Dickinson, 54 N. Y. 1; Ludlow v. Cooper, 4 Ohio St. 1; Brady v. Calhoun, 1 Penn. St. 140; Smith v. Jones, 12 Me. 332; Olcott v. Wing, 4 McLean, 15. So in mining adventures. Sauntry v. Dunlap, 12 Wis. 364. So, for owning and operating a street railway. O'Neil v. Lamb, 6. N. W. Rep. 59. (f) Essex v. Essex, 20 Beav. 449. "The plaintiff entered into an agreement with his co-partners, Frederick H. and Edward A. Bissell, by which they agreed to purchase a farm for their joint benefit, each to pay one-third of the price, the title to be taken in the name of Frederick H.; the farm to be sold in parcels, the money received on the sale to be applied on the purchase price of the farm, and each to be entitled to one-third of the surplus, if any, or of the land remaining unsold. This agreement was carried into effect, and thereafter another lot was purchased and the title taken in the name of Frederick H., and a building was put thereon with a portion of the proceeds of the sales. There was no express agreement, either verbal or otherwise, on the part of Frederick H. to convey any part of the farm or of the lot to his co-partners, or either of them. Subsequently the partnership between the parties was dissolved, the plaintiff, Theron E. Bissell, verbally retaining his interest in the real estate. Frederick H. and Edward A. having made a general assignment, the plaintiff brought this action to compel the assignee to convey to him an equal, undivided third part of the land: Held, that the arrangement was, in effect, a partnership agreement to speculate in real estate. That as such it was valid though not reduced to writing. And that plaintiff was entitled to judg proved to exist, then it may be shown by parol evidence that its property consists of land. This was first clearly laid Forster v. Hale. down in Forster v. Hale (g), where a person attempted to obtain an account of the profits of a colliery on the ground that it was partnership property, and it was objected that there was no signed writing, such as the statute required. But to this the Lord Chancellor observed: "That was not the question; it was whether there was a partnership. The subject being an agreement for land, the question then is whether there was a resulting trust for that partnership by operation of law. The question of partnership must be tried as a fact, and as if there was an issue upon it. If by facts and cir ment. Bissell v. Harrington, 18 Hun, 81. M. and S. were partners, and the former purchased a tract of land of R. which was occupied by the partners for the uses of the firm. In a suit against R., to compel the latter to execute a conveyance of the land to S., and the heirs of M. after his decease: Held, that parol evidence was admissible to prove the partnership, and that the property was purchased with the funds of the firm, and for the use thereof, and in pursuance of the partnership agreement. Scruggs v. Russell, McCahon (U. S. Ct. Kansas) 39. Where a proposition to form a partnership for the purpose of buying and selling lands is accepted and acted upon, and the contract is fully executed, it is too late to deny the existence of the contract, or complain of the manner in which it was entered into; and after having received the full benefit of the transaction, and availed himself of all the advantages arising from the services rendered by his co-partner, the other partner cannot be heard to charge bad faith on the part of his co-partner in making a purchase of land. Hunter v. Whitehead, 42 Mo. 524. A co-partnership which is entered into and commenced immediately, is not invalid, although one of the declared objects of the co-partnership is to purchase real estate for the purposes of the firm, and as a site for the transaction of its business. Smith v. Tarleton, 2 Barb. Ch. 336. See, further, upon the general subject, Williams v. Gillies, 75 N. Y. 197. On the other hand, it has been held in Alabama that a parol agreement of co-partnership, for the purchase of lands, is within the statute of frauds, and will not be enforced in equity. Larkins v. Rhodes, 5 Port. 195. So in California, a partnership for the purchase and sale of lands must be evidenced by writing. Gray v. Palmer, 9 Cal. 616. In North Carolina it is held that a parol contract for the formation of a partnership, by which one of the partners agrees to sell land to the firm, is void in toto at the option of either party. Clancy v. Craine, 2 Dev. Eq. 363. A partnership in growing crops may be formed and proved by parol; but not a partnership in the crops, arising out of an alleged particular partnership in lands and negroes. It is not a partnership by contract, but by consequence of an alleged partnership in immovables. Gantt v. Gantt, 6 La. Ann. 677. See, also, Dunbar v. Bullard, 2 La. Ann. 810; Benton v. Roberts, 4 La. Ann. 216, as to the rule in Louisiana. (g) 5 Ves. 309. |