No. 90.-Receipt on Account.

BOSTON, July 1, 1850.

Received of RICHARD ROE ten dollars, to apply on account.

PARTNERSHIP.

Partnership is a voluntary contract between two or more persons, for joining together their money, goods, labor, and skill, or any or all of them, for the purpose of carrying on a lawful business, under an understanding to participate in the profits in certain proportions.

They whose names appear to the world as partners are termed ostensible partners.

An ostensible partner who has no interest in the firm is called a nominal partner.

A nominal partner is liable for all the debts and contracts of the firm.

One who has an interest in the firm, but whose name is not published to the world as a partner, is called a dormant or silent partner.

Any one who permits his name to be used in a firm, or who shares the profits of the business, is liable to the world as a partner.

Each individual of a firm is liable to the whole amount of the debts of the concern.

The acts of one partner bind all the others, when done in pursuance of the business of the firm, and in the usual course of that business; but any act not required by the nature of the business will not bind them.

There is a contract of partnership known as a special partnership, consisting of one or more persons called general partners, who attend to the carrying on of the business of the concern and are liable to the full amount of the debts of the firm, and of one or more persons called special partners, who are liable only to the amount of the capital they put into the These special partnerships are wholly regulated by statute, and can only be entered into by conforming strictly to the statute regulations of the state where the partnership

concern.

is formed. The laws regulating the formation and conduct of special partnerships are so particular, that no prudent man will take any steps in the formation of such a partnership without good legal advice.

No. 95.-Article of Copartnership.

Article of Agreement, made the first day of January, in the year one thousand eight hundred and fifty-one, between JOHN DOE, of the town of Wilmington, in the county of Newcastle, and state of Delaware, of one part, and RICHARD ROE, of the same place, of the other part, as follows:

The said parties above named have agreed to become copartners in the business of wholesale and retail dry goods and groceries merchants, and by these presents do agree to be copartners together under and by the name or firm of "DOE and ROE," in the buying, selling, and vending, all sorts of goods, wares, and merchandise, to the said business belonging, and to occupy the store in the town aforesaid now occupied by said DoE, their copartnership to commence on the first day of August next, and to continue for three years from that day; and to that end and purpose the said JOHN DOE furnishes and puts into the concern the stock in his said store, and two thousand dollars in cash, as part of the capital of the said firm; and the said RICHARD ROE puts into the said firm the sum of five thousand dollars as his portion of the common stock-all which it is agreed is to be used and employed in common between them, for the support and management of the said business, to their mutual benefit and advantage.

And it is agreed, by and between the parties to these presents, that at all times during the continuance of their copart nership, they and each of them will give their attendance, and do their and each of their best endeavors, and, to the utmost of their skill and power, exert themselves for their joint interest, profit, benefit, and advantage, and truly employ, buy, and sell merchandise with their joint stock, and the increase thereof, in the business aforesaid: and also, that they shall and will, at all times during the said copartnership, bear, pay, and discharge equally between them, all rents and other expenses that may be required for the support and management of the said business; and that all gains, profit, and increase,

that shall come, grow, or arise, from or by means of their said business, shall be divided between them equally; and all loss that shall happen to their said joint business by ill commodities, bad debts, or otherwise, shall be borne and paid between them equally.

And it is agreed, by and between the said parties, that there shall be had and kept at all times during the continuance of their copartnership, perfect, just, and true books of account, wherein each of the said copartners shall enter and set down, as well all money by them or either of them received, paid, laid out, and expended, in and about the said business, as also all goods, wares, commodities, and merchandise, by them or either of them bought or sold, by reason or on account of the said business, and all other matters and things whatsoever, to the said business and the management thereof in any wise belonging; which said books shall be used in common between the said copartners, so that either of them may have access thereto, without any interruption or hinderance of the other. And also, the said copartners, once in each and every year, that is to say, on the first day of August in each year, or oftener if necessary, shall make, yield, and render, each to the other, a true, just, and perfect inventory and account of all profits and increase by them, or either of them, made, and of all losses by them, or either of them, sustained; and also of all payments, receipts, disbursements, and of all other things by them made, received, disbursed, acted, done, or suffered, in their said copartnership and business; and the same account so made, shall and will clear, adjust, pay, and deliver, each to the other, at the time, their just share of the profits so made as aforesaid.

And the said parties hereby mutually covenant and agree, to and with each other, that during the continuance of the said copartnership, neither of them shall nor will endorse any note, or otherwise become surety for any person or persons whomsoever, without the consent of the other of the said copartners. And at the end or other sooner determination of their copartnership, the said copartners, each to the other, shall and will make a true, just, and final account of all things relating to their said business, and in all things truly adjust the same; and all and every the stock and stocks, as well as the gains and increase thereof, which shall appear to be remaining, either in money, goods, wares, fixtures, debts, or otherwise, shall be divided between them.

In witness whereof, the parties to these presents have hereunto set their hands and seals the day and year first above

written.

Signed, sealed, and delivered, in presence of PETER PENNY,

HIRAM JACOBS.

JOHN DOE (seal).
RICHARD ROE (seal).

No. 96.-Renewal of Partnership, to be endorsed on the Article.

Inasmuch as the partnership formed between the subscribers by the within agreement will expire on the first day of August next, IT IS HEREBY AGREED that the same be continued, upon the same terms in every respect as is within mentioned, for the further term of three years from the said first day of August next.

Witness our hands and seals, this first day of July, one thousand eight hundred and fifty-four.

J. D.

R. R.

No. 97.-Agreement to Dissolve a Partnership, to be endorsed on the Article.

We, the Undersigned, do mutually agree that the partnership formed between us by the within article be and the same is hereby dissolved, except for the purpose of the final liquidation and settlement of the business thereof; and upon such settlement, then wholly to determine.*

Witness our hands, &c. [as in No. 96].

*The agreement to dissolve should state whether one or all the partners are authorized to sign the name of the firm in the liquidation and settlement of its business; and if less than the whole, the name or names of those who may do See form of ASSIGNMENT by one partner to another, page 36, which can be used for a dissolution.

So.