not constitute a partnership. Johnson v. Miller, 16 Ohio, 431.

An agreement by a firm of spice-dealers with an outside party that, in consideration that his representations as to certain means of knowledge shall prove true, and that he will obtain for them, from a congressional committee, information of the rate of duties to be adopted on certain articles, they will purchase with their own means a specified quantity thereof, sell on joint account, and pay him half the net profits, does not create a partnership with him. Strong v. Place, 4 Robt. 385.

A contract between the owner of landwarrants and a locator, to locate the warrants for a certain portion of the lands, each party to contribute a share of the expenses, does not create a partnership between them. M'Arthur v. Ladd. 5 Ohio, 514.

An agreement by S. to divide his commissions for purchasing cotton with T. in consideration of T's having procured for S. the agency from the principal: Held, not to constitute S. and T. partners. Southworth v. Thompson, 10 Heisk. 10.

Upon principles settled in Moore v. Smith, 19 Ala. 774, and approved in Fail v. McKee, 36 Ala. 61, a contract by two parties, by which one agreed to erect and operate a saw-mill for a given time, during which the other was to supply it with logs to keep it running, the lumber sawed, or the proceeds thereof, after sale, to be equally divided between them, does not create a partnership. Robinson v. Bullock, 58 Ala. 618.

A contract between a land owner and laborer, by which the latter is to cultivate the former's land for a year, and receive half the crop, does not constitute the parties partners. Halloway v. Brinkley, 42 Ga. 226.

An agreement, by the terms of which one party, in consideration of one-half the proceeds, undertakes to farm certain land of the other and to render him regular accounts, each party to furnish onehalf the stock, and the former to furnish all the working stock and farming implements, pay the road tax and half the other taxes, constitutes a letting on shares and not a partnership. Brown v. Jacquette, 10 Reporter, 318.

An agreement between landlord and tenant, as a part of the consideration for the lease of a farm, that the landlord shall furnish stock enough to eat the hay, oats, and corn raised on the demised premises, the tenant to feed the stock, and upon sale being made, the landlord to be repaid his purchasemoney, first out of the proceeds, and the remainder to be equally divided between the parties, does not constitute them partners in respect of stock bought and fed under the agreement. Musser r. Brink, 68 Mo. 242.

The occupancy and cultivation by one of the farm of another, under an agreement that the crops raised shall be divided between them in a certain proportion, does not necessarily constitute them co-partners. Donnell v. Harshe, 67 Mo. 170.

An agreement, by which one is to furnish a circular saw-mill, and men and horses to keep it in operation, and another is to furnish the logs, and feed for the hands and horses, the lumber to be equally divided between them, such agreement having in view separate and distinct sales by each person on his own account, and no community of profit in the sales, does not constitute a partnership. Stoallings v. Baker, 15 Mo. 481.

A being the owner of a number of land-warrants, agreed with B that the latter should locate the warrants, and

take the agency of the lands as A's attorney, and sell and dispose of the same, paying all necessary expenses of surveying and recording deeds. The title was to remain in A until the lands should be sold, and the first proceeds of sale were to be applied to reimburse to A the cost of the land, with ten per cent. interest; afterwards B was to be reimbursed for expenses paid by him, and the residue of the proceeds were then to be equally divided between A and B. It was further agreed that B was to be the sole agent for selling said lands; that they should all be sold within four years, and if any remained unsold at the expiration of that time, that B should make no claim to any interest in such lands. B further agreed to guarantee to A the return of his capital with interest. By a subsequent contract between the same parties, in reference to other lands, it was agreed that B should "take the agency of the latter lands upon the terms mentioned in the former contract. A died before the expiration of the four years, and before all of the lands had been sold: Held, that the contract did not create a partnership, nor did it invest B with any equitable interest in the land; also, that the relation of the parties was that of principal and agent. Ellsworth v. Pomeroy, 26 Ind. 158.

A writing: "Received of G. $2,000, to invest in wool, said G. to receive twothirds of the net profits on the sale of the wood, and O. one-third. (Signed) O." Held, not to establish a partnership inter sese, there being no provisions for sharing losses. Ruddick v. Otis, 33 Iowa, 402.

In consideration of the right granted him by the plaintiff, to make, use, and sell at the defendant's expense, and on his own account, within the British do

minion, certain machines which the plaintiff had invented, and to sell the right to others to make, use and sell the same, the defendant undertook and agreed to procure from the British authorities letters patent to the plaintiff for the machines, and to pay over, quarterly, to plaintiff, one-half the proceeds of all sales made by him: Held, not a contract of partnership. Wheeler v. Farmer, 38 Cal. 203.

A and B entered into a contract for the manufacture and sale of hat-bodies; B was to furnish the wool and sell the hats, charging nothing for his time in selling; each was to pay half the expense of extra labor, wood, and use and wear of the machinery; A was to manufacture and charge nothing for his time while so engaged; and B, after selling the hats, was to retain from the proceeds the cost of the wool, and the profits, after paying for the wool, were to be equally divided. Held, that this did not create a partnership between the parties. Mason v. Potter, 26 Vt. 722; and see Tobias v. Blin, 21 Vt. 544.

Where a partner disposed of his share of the good-will, and the new firm agreed to allow him a percentage upon the gross sales of the firm: Held, that this percentage did not constitute him a member of the new firm. Gibson v. Stone, 43 Barb. 235; S. C. 28 How. Pr. 468.

The receipt of a share of the profits of a concern does not necessarily create a partnership in the stock as between the parties. McCauley v. Cleveland, 21 Mo. 438.

By an agreement between A and B, A was to supply B with stock to be manufactured into cloth, at his mill, on A's account, and B was to manufacture the stock into cloth, and to deliver the cloth to A, for a certain sum per yard. A also

Servants, &c., sharing profits. 20*

engaged that, if B should fulfill his said agreement to manufacture and deliver the cloth, A would pay him one-third part of the net profits of the business: Held, that this agreement did not make A and B partners, either between themselves or as to third persons. Denny v. Cabot, 6 Metc. 82.

Two parties agreed that for three years one should furnish lumber at a given place and of a certain kind and quantity, and carry the articles manufactured to a railroad station, and the other should manufacture the lumber into doors and blinds, be allowed a certain price therefor, and manage the business of selling them, and divide the profits after payment of the freight and expenses, with the first party: Held, that this did not make the parties partners among themselves; that the first party was entitled to his share of the profits within a reasonable time after the other had received the money for sales, without waiting until the expiration of the three years, and might recover it by action for money had and received. Hitchings v. Ellis, 12 Gray, 449.

A, having made a contract with B to manufacture certain articles for him, from materials to be furnished by the latter, and B having agreed to pay therefor such an amount as should arise from the profits of the business, together with ten per cent. on the amount of sales of goods manufactured: Held, that the terms of the contract did not constitute A and B partners, and that articles manufactured under it, and in the shop of A, were not liable to attachment as his property. Judson v. Adams, 8 Cush. 556.

An agreement to purchase goods at a fixed price, and to allow the seller a certain portion of the profit of their re-sale by the purchaser, does not constitute the

parties partners. The purchaser is the agent of the seller in respect to the latter's interest in the profits. Donley v. Hall, 5 Bush, 549; see Edwards v. Tracy, 62 Pa. St. 374.

Where two parties enter into a contract to cut certain timber, one to furnish money, teams and supplies, and the other his own services, the latter to have one-fourth of the profits, and the former to have three-fourths, beside stumpage and interest on his advances: Held, that this did not constitute a co-partnership, if one of the parties had not, by the terms of the contract, an unqualified right to dispose of his own share of the lumber, nor any right to dispose of the remainder, on any terms whatsoever. Braley v. Goddard, 49 Me. 115. Appleton, J., dissenting.

A made an agreement with B, by which A was to purchase a certain quantity of hides, and deliver them at B's tannery, and B was to tan them at his own expense, being answerable for all damage the hides should sustain while they remained in his care; after which, A was to send them to market and sell them at his own expense, and B was to have one-half of what the hides should bring more than the original cost of them: Held, that this agreement did not constitute a partnership between the parties, and that a subsequent agreement, that each party might use such portion of the leather as he desired, keeping an account of it, did not change the case in this respect. Clement v. Hadlock, 13 N. H. 185.

So, where a party furnished hides to another to be tanned and returned to the consignor, who was to sell them and to pay one-half the profits to the tanner, after deducting all charges, including a stipulated price for tanning: Held,

that no partnership was thereby created between the parties, which would enable the tanner, while the leather was in his possession, solely for the purposes of the contract, to sell it, and which would protect a purchaser from him as against the consignor. Fawcett v. Osborn, 32 Ill. 411.

The complaint alleged that defendant agreed to manufacture into cheese, at his own factory, milk to be furnished by plaintiff, and to sell the cheese, and pay plaintiff the proceeds, less two cents per pound; that plaintiff delivered the milk, and defendant manufactured it into cheese, which he sold; and that plaintiff's share of the product is a specified sum, which defendant refuses to pay, etc. The answer alleged that the milk so delivered was to be and was mixed with milk belonging to defendant and to other persons, and then made into cheese; that each person furnishing milk was to have his proportion of the cheese made according to the quantity of the milk by him furnished, after paying the cost of manufacturing; that defendant and plaintiff, and others so furnishing milk, were partners therein and in the cheese so made; that plaintiff and other patrons of the factory made defendant their agent to sell said cheese; that he sold it and deposited the money in a cer tain bank, which failed; that there was no negligence on defendant's part in regard thereto; and that except as above admitted, he denies all allegations of the complaint: Held, that the answer did not state any facts showing a partnership, nor otherwise state a defense. Sargent v. Downey, 45 Wis. 498. See, also, Hawley v. Keeler, 62 Barb. 231.

1A party who, without any interest in the property, is by agreement, to receive as compensation for his services, and

only as compensation therefor, a certain proportion of the profits, and is neither held out to the world as a partner, nor through the negligence of the owner permitted to hold himself out as partner, is not a partner, either as to the owner or third persons. Burton v. Goodspeed, 69 Ill. 237; Commonwealth v. Bennett, 118 Mass. 443; Butler v. Finck, 10 N. Y. Wkly. Dig. 163; Shepard v. Pratt, 16 Kan. 209; Miller v. Chandler, 29 La. Ann. 88; Chaffraix v. Price, id. 176; Bell v. Hare, 12 Heisk. 615; Crawford v. Austin, 34 Md. 49; Meserve v. Andrews, 104 Mass. 360; Kerr v. Potter, 6 Gill, 404; Norwent v. Hull, 1 Humph. 320; Voorhees v. Jones, 29 N. J. L. 270; Bradley v. White, 10 Met. 303; Blanchard v. Coolidge, 22 Pick. 151; Smith v. Bodine, 74 N. Y. 30; Smith v. Perry, 29 N. J. L. 74; Bull v. Schubert, 2 Md. 38; Taylor v. Sotolingo, 6 La. Ann. 154; Reed v. Murphy, 2 G. Greene, 574; Mason v. Hackett, 4 Nev. 420; Atherton v. Tilton, 44 N. I. 452; Nutting v. Colt, 7 N. J. Eq. 539; Burckle v. Eckhart, 1 Den. 337; 3 N. Y. 132; Merwin v. Playford, 3 Robt. (N. Y.) 702; S. P. Shropshire v. Shepperd, 3 Ala. 733; Hanna v. Flint, 14 Cal. 73; Hodges v. Daws, 6 Ala. 215; Hodgman v. Smith, 13 Barb. 302; Dunham v. Rogers, 1 Pa. St. 255: Brockway v. Burnap, 16 Barb. 309; Good v. McCartney, 10 Tex. 193; Ambler v. Bradley, 6 Vt. 119; Richardson v. Hewitt, 76 N. Y. 55; Miller v. Bartlett, 15 S. & R. 137; Sankey v. Columbus Iron Works, 44 Geo. 228; Loomis v. Marshall, 12 Conn. 69; Webb v. Leggett, 6 Mo. App. 345; Clark v. Gilbert, 32 Barb. 576. See also, Hall v. Edson, 40 Mich. 651; Price v. Alexan

der, 2 G. Greene, 427; Whitehall v. Shickle, 43 Mo. 538.

Participation in the profits of a busi

ness is strong presumptive evidence of a partnership in it. This rule and the reason apply as well to a party who receives a sum equal to a certain share of the profits of a business as to a party receiving such share of profits by the name of profits. There are cases, however, where money received may appropriately be regarded as a sum measured by profits rather than as profits themselves; but whether it shall be so regarded depends upon no arbitrary use of phrases, but upon the nature of the contract and the real consideration upon which the money is received. A share of profits paid to agents to secure exertion is not such a participation in profits as to make the agent liable as partner, and in such cases the money so paid is spoken of as a sum equal to or measured by profits, rather than as a share in the profits themselves. Parker v. Canfield, 37 Conn. 250. See, also, cases above cited.

Where A, residing at a distance from a factory of cloths, occupied by B, entered into an agreement with B by which A was to furnish a full supply of wool for the factory for two years; B was to manufacture such wool into cloths, in a good and workmanlike manner, and to devote the entire use of the factory to that purpose for such term; and the net proceeds of the cloths, after deducting incidental expenses and the charges of sale, were to be divided so that A should have fifty-five per cent. and B forty-five per cent. thereof; in the manufacture of satinets from such wool, A was to pay fifty-five per cent. and B forty-five per cent. of the cost of the warp, the expense of insurance effected on wool or cloths was to be borne by A and B, in the same ratio as their interest was in the final division of the avails of the cloths; and in case of the destruction of

any wool or cloth by fire, the amount to be received from the insurers was to be divided between A and B, according to the loss sustained by each; in an action brought by C for work and labor done in the factory, against A and B as partners, it was held that B had no other interest in the profits than a compensation for his labor and materials by a percentage on the avails of the cloths; and consequently, that A and B were not liable as partners. Loomis v. Marshall, 12 Conn. 69.

Where a firm contracts with laborers, agreeing to pay them for their labor onethird the proceeds of the crop, the laborers are not thereby made members of the partnership. The share of a laborer is in the nature of wages, unliquidated at the time, but capable of being reduced to a certainty on the sale of the crop. Christian v. Crocker, 25 Ark. 327. See, also, Randle v. State, 49 Ala. 14.

A contract, by which the plaintiff agreed to serve the defendant as an overseer for one year, to furnish a certain number of hands and horses, which were to be worked on defendant's plantation with his hands and horses, to defray the expenses of himself, his hands and horses, and to receive one-fourth part of the crop raised as his compensation, does not make the parties partners inter sese. Moore r. Smith, 19 Ala. 774.

One who is working a plantation on an agreement that he is to receive a fixed share of the crop, irrespective of profits or losses, is not a partner but an employe, and may be discharged for cause. His loss of health, preventing him from superintending the work, is cause justifying a discharge; but he is entitled to compensation for the time prior to the discharge; and a proper mode of computing it is, to di