co-partners, and the amount of his interest accurately ascertained. If partnership capitål be invested in land for the benefit of the company, though it may be a joint tenancy in law, yet equity will hold it to be a tenancy in common, and as forming part of the partnership fund, and liable to all the incidents of partnership property. The decisions of the Courts are not uniform in regarding land purchased with partnership fund as property in common. They seem to have considered that partners purchasing an estate out of the joint funds, and taking one conveyance to themselves as tenants in common, would hold their undivided moieties in separate and independent titles, and that the same would go, on the insolvency of the firm, or on the death of either, to pay their respective creditors at large(a). their advance. Germany.-The funds invested by the partners in the partnership become the property of the partnership. In case of doubt, the presumption is that the property, both movable and immovable, which stands in favour of one partner only, but which has been entered into the inventory of the partnership, has become the property of the partnership (b). Each partner Interest due to is entitled to receive 4 per cent. interest on the money he has partners for advanced beyond his share in the profit of the concern; and he will be also charged 4 per cent. interest on the amount which he takes out of the partnership. The interest credited to a partner is added to his share in the partnership fund. A partner cannot withdraw the funds he has invested in the partnership without the consent of all the other partners. But he may, even without this consent, take the interest due to him upon his share for the year, and an amount not exceeding his share of the profit of the year (c). Spain. No partner can withdraw a greater sum than that fixed by agreement, and if he does so, he must restore the same. Power to withdraw profits limited. SECTION XI. INTEREST OF PARTNERS IN PROFIT AND LOSS. BRITISH LAW. Where there is no express contract varying the rights of the Unless spe cially provided partners are equally inte rested in partners, the presumption of law is, that there is to be an equal participation of the profits of the business, whatever be the profit and loss. difference in the capital or labour respectively brought in by Agreement to divide profits and not losses void. What are profits and losses. the partners (a). Such presumption will, however, be rebutted, where, by the entries in the book, and other evidence, it be proved that the shares of the different partners differed in amount and value, and another practice than an equal distribution of profits has been introduced. An agreement between two partners that the profits shall be equally divided, but that the entire loss shall be borne by one of them, would be void. And when a partner is excluded from his share of profits, the Court of Equity will compel his copartner to account to him for it. The profits of the partnership consist of what remains in surplus of the capital invested after all the debts and expenses of administration have been defrayed, and the losses are the excess of debt, and expenses of management, over the capital extant. The profit and loss of the partnership are usually ascertained every year, and, except otherwise provided, each partner has a right to withdraw his share annually from the partnership. Right of in dustrial partner to profit. Losses to be FOREIGN LAWS. France. Where the partnership deed does not determine the share of each partner in the profit and loss, the share of each is in proportion to the funds he has invested in the partnership, and the share of profits of the partner who gives his labour and skill is like that of the partner who invested the least amount of capital. Any convention giving to one partner the whole of the profits is void. Any stipulation which would free from contribution to losses the capital put in the partnership by one or more of the partners is also void (b). Holland.-Partners may stipulate that one or more of them shall alone bear all the losses (c). Spain. The same law prevails as in France respecting the (a) Peacock v. Peacock, 2 Camp. 45, 16 Ves. 49; Farrar v. Beswick, 1 M. & Rob. 527; Robinson v. Anderson, 20 Beav. 98; Webster v. Bray, 7 Hare, 159. (b) French Civil Code, §§ 1852 and 1855. (c) Dutch Code, § 1672. contributor of capital only. division of profits among the partners, but, unless specially pro- defrayed by vided, the losses are to be divided among the partners supplying capital, without allowing the industrial partner to participate in them (a). SECTION XII. DUTIES OF PARTNERS. BRITISH LAW. bring in his share. The first duty of the partner is to hand over to the use of Duty of partner to the partnership whatever he has promised to bring, and no partnership would be held to exist till this primary obligation is fulfilled (b). He must also guarantee to the partnership the He must right of property in, and the use of such investment, unless guarantee the otherwise provided by the contract; and where his quota of investment consists in his labour and skill, it is his duty to devote these exclusively to the benefit of the partnership. Partners being bound together by a general engagement to act for each other as each would act for himself, owe to one another a perfect fidelity. They are bound to communicate to one another all that belongs to the partnership and all that may prove advantageous to it, and neither of them can appropriate to himself more than the agreement gives him right to (c). In the discharge of his regular duties for the partnership, a partner is not allowed to secure to himself any private advantage or derive any profit at the expense of his copartners. His copartners may compel him to account for any profit which he may have appropriated from any business carried on in his own name which ought to belong to the partnership, whilst he would have no right of reciprocity against his copartners should the business have produced loss (d). So when a person owing money to a partner in his own account, as well as to the partnership, makes a payment without appropriating the amount, the partner cannot appropriate the same to his own account. (a) Spanish Code, § 319. (b) Venning v. Leckie, 13 East, 7. (c) Domat's Civil Law, L. 1, tit. viii. s. 4; Blisset v. Daniel, 10 Hare, 522, 536. (d) Pardessus, H. 1016; Fawcet v. Whitehouse, 1 Russ. & My. 148; Bentley v. Craven, 18 Beav. 75. use. Partners must be faithful to one another. Cannot derive advantage at the expense of another. Cannot appropriate pay ments to him self and neglect the partnership. Cannot engage in a concern adverse to the interest of partners. Must account for partner Parties bound to each other by express or implied contract to promote an undertaking for the common benefit are not allowed to engage in another concern which may give them a direct interest adverse to that undertaking (a). It is the duty of a partner the instant he receives partnership ship property. property either to apply it to partnership purposes, or to charge himself as debtor with it in the partnership's books (b). Must exercise care and Cannot claim an allowance agreement. Partners are bound to exercise the same care over the affairs watchfulness. of the partnership as they would exercise over their own. The managing partner of a concern is not entitled to an except under allowance for carrying on the partnership trade when there is neither a contract between the parties nor a custom of the place Executor of a to authorise such allowance (c). So the surviving partner, being the executor of his deceased partner, is not entitled to an allowance for carrying on the business after his partner's decease for the benefit of the estate; nor is an executor and legatee of such surviving partner entitled to it (d). deceased partner not entitled to allowance. Must keep proper accounts. Each must do his duty. It is the duty of the partners to keep proper accounts, ready at all times for the inspection of all the partners (e). A partner who complains that the other partners do not do their duty towards him must be still ready at all times and offer himself to do his duty towards them. Each partner is a general agent. SECTION XIII. AUTHORITY OF PARTNERS. BRITISH LAW. Every partner is constituted a general agent for all the other partners as to all matters within the scope of the partnership dealings, and is possessed as such of all authority necessary for carrying on the partnership, and all such as is usually exercised by partners in the business in which they are engaged (ƒ). (a) Glassington v. Thwaites, 1 Sim. (b) Ex parte Yonge, 3 Ves. & B. 36. (d) Stoken v. Dawson, 6 Beav. 371. (e) Goodman v. Whitcomb, 1 Jac. & W. 593. (f) Vere v. Ashby, 10 B. & C. 288. Any restriction which by agreement amongst the partners is attempted to be imposed upon the authority which each of them possesses as a general agent for the other is operative only as between the partners themselves, and does not limit their authority as to third persons (a). Where, however, a special notice of a want of authority has been given, should a person cognisant of this limitation still continue to deal with such a partner, the other partners would not be bound by such dealings (b). No restriction of power valid except as beparties. tween the Unless special notice be given. Partners' power to bind each other by signed by one alone is Partners in trade may bind each other by drawing, accepting, or indorsing bills of exchange or promissory notes in the name of the firm (c). A partner may bind his copartners by signing a bill or note even in his own name, provided such bill or note be directed to the partnership (d). When, however, there is nothing on the face of the bill or note to connect it with the partnership, or that the drawing, acceptance, or indorsement was made on behalf of the partnership, then the partner only whose name is on the instrument can be sued thereon (e). A partner has no power to bind his copartners by using the name of the firm on a matter which is not in the usual course of the partnership (ƒ); and the authority of partners to bind each other by drawing, accepting, or endorsing bills of exchange or promissory notes, is limited to partnerships for trading purposes. In partnerships not for trading, a special authority to that effect would be requisite (g). So it is not extended to mining or farming, or other purposes where bills of exchange are neither usual nor necessary for carrying on the business (h). For the same reason attorneys or solicitors could not bind each other by bills and notes (i). So it being not incidental to the general power of a partner No authority to bind his copartners by a guarantee such an instrument would not bind his copartners, except where an implied or (a) Hawken v. Bourne, 8 M. & W. 710. (b) Gallway v. Mathew, 10 East, 264. (c) Swan v. Steele, 7 East, 210; Maclae v. Sutherland, 3 E. & B. 1; Bank of Australasia v. Breillat, 6 Moore, P. C. 152. (d) Hall v. Smith, 1 B. & C. 407; Wilks v. Back, 2 East, 142; Mason v. Rumsey, 1 Camp. 385; Wells v. Masterman, 2 Esp. 731. (e) Siffkin v. Walker, 2 Camp. 308. (g) Ibid. Thickenness v. Bromilow, (h) Davidson v. Robertson, 3 Dow. 229. (i) Duncan v. Lowndes, 3 Camp. 478; Ex parte Nolte, 2 Glyn. & Jam. 306. Must be in a Partnerships for farming have no such authority. Nor between attorneys, &c. to bind by a guarantee when it has no reference |