But in order to constitute a copartnership, and to make a person liable as a partner, there must be an agreement between him and the ostensible person, to share in all risks, of profit or loss, or he must have permitted him to use his name and credit, and to hold him out as jointly liable with himself. Doug. 371.

And dormant or sleeping partners, as they are termed, who bring in a part of the capital stock, to abide the success of the concern, without interfering in the business, are equally liable with the ostensible partners, for they "otherwise would be in the receipt of an exorbitant interest, without incurring any risk." And no agreement between the parties can prevent this liability to the world. Doug. 371, 17 Vez. Jun. 412. Wats. Par. 169.

Partners are joint tenants in all the stock and partnership effects, and they are so, not only of the particular stock in being at the time of entering into the partnership, but they continue joint tenants throughout, whatever changes may take place in the course of trade; for if it were otherwise, it would be impossible to carry on partnership trade. 1 Vez. 242.

But, although partners are joint tenants, yet there is no right of survivorship between them, and therefore there is no necessity to provide in the copartnership deed against survivorship (as is usually done), it being a maxim of the common law, that inter mercatores, jus accrescendi locum non habet; and this is for the benefit of commerce, that the fruit of each person's labour and industry should go to his executors or administrators for the benefit of his children and family. Co. Lit. 182. 1 Roll. Abr. 6, 1 Vernon, 217.

Some precise period ought also to be fixed for the duration of the copartnership; for otherwise it may, according to the better opinion, be dissolved at the will of either party, and as it should seem without any previous notice. Vez. Jun. 74. Wat. Co. 380. 16 Vez. Jun. 49, 56. 17 Vez. Jun. 298, 308.

A copartnership will also, from its nature, determine on

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the death of either of the parties, it being the voluntary assent of two or more to unite together in one common concern, by reason (except in the case of the part-owners of a ship,) of a reciprocal confidence which they place in each other; and hence it will not comprehend the executors, or other personal representatives of the parties, unless it be expressly so stipulated by the parties. 2 Vez. 33.

A copartnership will be likewise dissolved by a commission of bankrupt issuing against the firm, or against either of the parties; a joint commission by taking the whole of the stock in trade; and a separate commission, by vesting the share of the bankrupt in his assignees, and destroying the joint estate; nor can the assignees, without the consent of the other parties, and a special order of the Chancellor, continue the business; but this dissolution does not take place until the party is actually declared a bankrupt; and upon his being so declared, it relates back to the bankrupt's estate at the time of the commission of the act of bankruptcy. 5 Vez. Jun. 295. 15 ibid. 228. 17 ibid.

195.

But assignees under a commission of bankrupt against one partner, can only be tenants in common with the other of an undivided share, subject to all the rights of the other partner; and if a creditor of one partner takes out execution against the partnership effects, he can only have the undivided share of his debtor, and must take it in the same manner the debtor himself had it, and subject to the rights of the other partner. Cowp. 449.

And in this case the Sheriff must seize all, because the moieties are undivided; for if he seize but a moiety, and sell that, the other will have a right to a moiety of that moiety; therefore, he must seize the whole, and sell a moiety thereof undivided, and the vendee will be tenant in common with the other partner. Sulk. 392. Show. 173.

Comber. 217. 12 Mod. 446.

On the dissolution of a copartnership, the parties con

tinuing to carry on the trade, are not entitled to take the stock, &c. at a valuation, unless it is so expressed and stipulated in the copartnership deed, as the other party may require and insist on the same being sold. 15 Vez. Jun. 226. 17 ibid. 298, 311.

Also arbitrators, under a general reference to them respecting the copartnership disputes, have a power to dissolve the copartnership. 1 Black. Rep. 475.

GENERAL FORM OF A COPARTNERSHIP DEED.

THIS INDENTURE, made, &c. BETWEEN (first partner of, &c. of the one part, and (incoming partner) of, &c. of the other part. WHEREAS the said (first partner) hath for several years last past carried on the trade or business of

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and in order to advance the said (incoming partner) his said son in life, he hath agreed to admit the said (incoming partner) into copartnership with him in the said business for the term of fourteen years, if they shall so long live, upon the terms and conditions hereinafter expressed. AND WHEREAS, with a view to such copartnership, it was agreed that the said (incoming partner) should pay unto the said (first partner) out of his the said (incoming partner's) share of the profits to arise from the said copartnership business, one fourth part of the value of the stock in trade, horses, carts, craft implements, utensils, and other effects, employed in the said trade, according to a fair valuation, to be made and taken thereof, and that thereupon one fourth part of the said stock in trade and effects should become the property of the said (incoming partner). AND WHEREAS the said stock in trade and effects have been valued by mutual agreement, by and between the said parties, at the sum of £, and with which the said parties are fully satisfied. AND WHEREAS, for the better carrying on the said joint trade, the said (first partner) hath on the day of the date of these presents, paid into the house of Messrs. bankers, the sum of £- to the joint account of them the said (partners) with one fourth part whereof, in addition to his said fourth part or share of and in the said copartnership stock and effects, he the said (incoming partner) is to be charged in the copartnership accounts, as hereafter mentioned. Now THIS INDENTURE WITNESSETH, that in pursuance of the said agreement for such copartnership as aforesaid, each of them the said partners, for himself, his heirs, executors, and administrators; DOTH hereby cove

nant, declare, and agree, to and with the other of them, his executors, administrators, and assigns, that they the said (partners) shall be, and continue copartners together in the said trade or business of under and subject to the terms, conditions, restrictions, declarations, and agreements hereinafter expressed and contained, (that is to say), That the said joint trade or business shall be carried on in the joint names of the said parties, and for their mutual benefit, and at their mutual risk and expence in the proportion of threefourths thereof, as to the said (first partner), and onefourth thereof as to the said (other partner). THAT the said trade or business shall be carried on under the firm of aforesaid, so long as the said parties shall mutually agree upon the same. And it is further agreed, that the said house, shop, warehouse, and premises where the said business shall, for the time being, be carried on, shall be deemed part of the capital stock, and be reckoned as personal estate; but, that the said (first partner) whose separate estate and property the said shop, warehouse, &c. are, shall be entitled to charge the said copartnership profits with, and to have, receive, and take thereout for his own sole and exclusive use and benefit, the annual sum of £—, as and for the rent thereof.

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THAT the capital stock, and current monies, and effects of the said copartnership shall at all times be employed solely for the purposes of the said joint trade. And it is also

agreed, that if either of the said parties shall lend to the said joint trade any monies beyond his capital therein, the capital stock and profits thereof shall be chargeable therewith to the party lending the same, together with interest, in respect thereof at and after the rate of £5 per cent. per annum, but shall and may be withdrawn on two months' notice, in writing, given by or to him, as the case may be, for that purpose.

That the aforesaid rent of £, payable to the said (first partner) for or in respect of the said premises, and all taxes, repairs, and insurances, together with all other necessary charges and expenses incidental to the said copartnership concerns, and all casual losses which shall happen thereto, shall be borne by each of the said parties in proportion to his share, as aforesaid, in the capital stock, unless such loss shall happen through the wilful neglect or default of either of the parties, singly, or of his own proper servants, or apprentices, or such as shall have been taken by him without the consent of the other, in which case the same shall be borne and sustained by such party only.

That three-fourths of the net proceeds of the said trade shall belong to the said (first partner,) and the remaining fourth part or share thereof to the said (other partner). That no apprentice, clerk, servant, labourer, or other workman, shall be taken, or discharged without the consent of the other of the said parties. And, that all premiums to be received with apprentices shall be brought to the joint stock, for the common benefit of the said parties, and the expence of keeping and maintaining such apprentices be borne out of the copartnership monies. And it is hereby further agreed, that all contracts and engagements entered into by the said parties, or either of them, on faccount of the said joint trade, and all checks and draughts upon bankers, or others, bills of exchange, promissory notes, and other securities, bills of parcels, receipts for money, and other evidences whatsoever relative thereto, shall be made, given, and taken respectively in their joint names, or said copartnership firm, and not otherwise.

That the current monies to be received in the course of the said copartnership business, when, and as the same shall amount to the sum of £shall, from time to time, be lodged and deposited in the hands of the said Messrs. the bankers aforesaid, and placed to the join account of the said parties. That entries shall be daily made in proper books to be kept for that purpose, of all monies which shall be received and paid, and of all goods which shall be purchased or sold on account of the said joint trade, with the prices, and costs, and charges thereof, and also of all other transactions, matters, and things, whatsoever, as shall be necessary at all times to manifest and shew the state of the joint trade and business. That all books, letters, securities for money contracts, evidences, and writings whatsoever, concerning the said copartnership business, shall be kept at the countinghouse, of and at the said premises, wherever the said business shall from time to time be carried on, and be open to the inspection of the said parties and their respective representatives, after the decease of either of them, who shall, at all seasonable times in the daytime be at liberty to peruse, examine, and take copies of the same. That they will at all times during the said copartnership term employ themselves diligently and exclusively in the affairs of the said joint trade, and use their best endeavours to promote the prosperity thereof, and will not carry on or be concerned in any other trade whatsoever, and that they will advise with each other concerning the same as often as there