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Entered according to Act of Congress, in the year 1881,


In the Office of the Librarian of Congress, at Washington, D. C.

Stereotyped and Printed by



THE English edition of Lindley on Partnership has long enjoyed an enviable reputation with the Profession; and only the fact that no American edition has been published in many years, and the high cost of the English edition, have prevented its securing the place in the libraries of American practitioners which its great value deserves. In order to supply what is believed to be a felt want, this edition is presented to the Profession. The English law of partnership, from which we have derived the greater part of our American law upon this subject, is more exhaustively treated by our author than by any other; and in the preparation of this edition it has been the aim of the Editor to present in the notes the substance of the American law upon the subject of partnership down to the time. of going to press. It has been thought inadvisable to publish in this edition the chapter upon the English Bankruptcy Act, and also the latter part of the second volume pertaining to the winding up of companies under the English statutes, there being no corresponding legislation in this country. To have included them in this edition would have rendered necessary a third volume, thereby largely

increasing the cost of the book to the practitioner without any corresponding benefit. In their place a chapter has been inserted upon American unincorporated joint-stock companies, which it was thought would be of more value to the American practitioner than the matter omitted.

The Editor desires, in this connection, to acknowledge his obligation to Mr. Adelbert Hamilton, of the Chicago Bar, for valuable assistance in reading the proof, verification of the cases cited, and in the preparation of the Table of American Cases.


CHICAGO, May 3, 1881.



THE present work is the result of an attempt to investigate the Law of Partnership, and to determine the extent to which its principles are applicable to Companies.

With this view, the author has first examined the principles which govern ordinary partnerships, and has then endeavored to trace the manner in which those principles have been applied to the various kinds of companies known to the 'English law. This method is the key to the arrangement of the work, which is, in fact, a treatise not only on the Law of Partnership in its ordinary acceptation, but also on the Law of Companies, in so far as the last has any connection with the first.

The Statutory Law of Partnership was long in a state of transition; but this state may be said to have terminated when the Companies act, 1862, was passed, consolidating, repealing and amending most of the statutes then in force relating to Joint-Stock Companies. Nevertheless, some knowledge of these statutes, and of the decisions upon them, is indispensible to the proper understanding of Joint-Stock Company Law. No apology, therefore, is felt to be needed for the reference in the present volume to decisions which, although relating directly to statutes now repealed, have also

an important bearing on the general Law of Partnership in its application to companies.

The Companies acts, 1862 and 1867, and the rules promulgated under their provisions by the English Court of Chancery, are printed in an appendix, together with the act of 1877; and, to facilitate reference to them, an index to their sections and clauses is inserted immediately before the general index, with which the work concludes.

It must always be borne in mind, that in order to determine any legal question relating to companies, it is indispensable to attend closely to the language of the statutes by which they are governed; and although for convenience, the substance of various statutory enactments has been shortly stated in the text, the reader is warned not to rely on these abridgments, but to consult the statutes themselves in every case which he may have to investigate.

Great pains have been taken to render this Edition deserving of the favorable reception accorded to those which have preceded it. The Judicature acts and rules have rendered it necessary to re-write those portions of the work which relate to actions at law and suits in equity (Bk. II, c. 3, and Bk. III, c. 10), and this has accordingly been done. The whole treatise has moreover been carefully revised throughout; whatever is obsolete has been omitted, or if retained, as being still useful, has been printed in small type; and many portions besides those above mentioned have been re-written and adapted to the most recent decisions.

Notwithstanding, however, the labor bestowed upon the work, and the anxiety of the author to render it a trustworthy guide to the subject to which it relates, the multiplicity and difficulty of the questions with which he has had to deal, are

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