about to become a partner, with Greenwood. There was no evidence of any express agreement, nor of any interference in the business by the plaintiff, except that he had gone once in company with Greenwood to a dyer's, and having inquired about some goods that were left with him to be dyed, spoke of them as the joint property of himself and Greenwood. It appeared also, that the partnership, if any, only lasted from the 22nd of March till the 9th of May. Upon this evidence, the jury found a verdict for the defendant, thereby establishing, that the plaintiff was a partner with Greenwood, and therefore liable to the bankrupt laws; and the Court of Common Pleas held the verdict to be right (a).

The following facts are stronger to establish a partnership:Goode and Bennion, in April, 1818, called upon one Fair, a broker, at Manchester; Goode introduced Bennion to Fair as a friend of his from Liverpool, and said, "We want goods." Fair went with them to Harrison, and introduced them to him as the firm of Goode & Bennion; and they bought goods of Harrison and others, to a large amount. Some of the invoices were made out to the firm of Goode & Bennion, others to John Goode and T. Bennion, and were seen by them. The goods were forwarded to the address of Goode & Bennion; Goode also in the hearing of Bennion said, that if the goods they then bought would answer the purpose, in a very short time they would have five hundred pieces of one sort, and five hundred of another sort. Goode & Bennion had a countinghouse in Liverpool; the name of Goode appeared on the private door; but the name of Bennion did not appear at all on the counting-house. In January, 1819, Fair received a letter in the handwriting of Goode, ordering more goods. The pronoun we was used throughout, and the conclusion was, "I am, for G. & B., very respectfully yours, John Goode." Fair, in consequence of this letter, bought goods from Harrison, which were forwarded to the direction of Goode & Bennion; Harrison also drew a bill of exchange for the amount of these goods, upon Goode & Bennion. Fair did not see Bennion from the time of his being in Manchester, in April, 1818, till the month of February, 1819; at which time Bennion asked Fair for

(a) Parker v. Barker, 1 Brod. & Bing. 9; 3 Moore, 226.

the account current of Goode & Bennion, for goods bought when he and Goode came to Manchester, in April, 1818, and said at the same time, that the transaction in April, 1818, was the only one that he was engaged in with Goode, and that all that account should be paid. But Bennion, did not, in 1818, say anything to shew that it was a single adventure; and a letter of his upon the subject was put in, which was in the following terms:-" Liverpool, 20th April, 1819.-Dear Sir, We shall be obliged by your purchasing for our account, one hundred pieces of the fancied bordered gingham, &c. I remain, dear Sir, for Goode and self, yours, T. Bennion." On the other hand, it was proved by a person who had been in the employ of Goode, and who kept the books till the end of April, 1818, but who then went with the goods first purchased of Harrison to Barbadoes, that he never knew Bennion's name to be used in the purchase of goods after April, 1818. Upon this evidence, the Court of King's Bench held clearly, that Bennion was chargeable as a partner with Goode in the second transaction as well as the first (a).

V. 2. But the mere fact of persons giving a joint order for goods will not make them jointly liable as partners, if it appear upon the whole of the transaction, that the seller intended to accept their several responsibility only. In Gibson v. Lupton (b), the two defendants, who were not general partners, gave a joint order to the plaintiff's agent for the purchase of some wheat. The order contained these words, "payment for the same to be drawn upon each of us in the usual manner." In reply to this order, the plaintiffs wrote to the defendants, "We have made a purchase for your joint account." At the same time, they drew a separate bill upon each defendant for one-third of the price; each bill being for one moiety of the third. They afterwards, on the wheat being shipped, drew like bills for the remainder of the price, having previously written, "We hold you both harmless for the advance up to the period of lading and invoice." The bill of lading, on coming into the possession of the defendants, was indorsed by each of them. Under these circumstances, the Court of Com

(a) Goode v. Harrison, 5 B. & Ald. 147. (b) 9 Bing. 297.

mon Pleas held, that the defendants were only severally liable on the contract, each being responsible for the purchase of a moiety only of the cargo.

Again, if A., a trader, enter into a course of dealings with B. in matters unconnected with his trade, as for instance in discounting bills merely, and in the course of such transactions introduces C. as his partner, it has been held that this evidence is not sufficient to make C. chargeable as a general partner, where he has not held himself out to the world as such. Thus, where, in an action of assumpsit, C. was charged as a partner with A., on the authority of B., who informed the plaintiff before he furnished the goods that they were in partnership, and at the trial B.'s clerk proved that B. had been in the habit of discounting bills for A., and that, on discounting a bill at one time for A., he had introduced C. to him as his partner, but that the only connexion in trade between B. and the defendants was in discounting bills; Lord Kenyon said, that this evidence was not sufficient to charge C. as A.'s partner; that the introduction of C. to B. should be taken secundum subjectam materiam, that is, as applying to the transaction in which A. was concerned with B., the discounting of bills, to which transaction only it should be confined (a).

The signature of a person's name to the conveyance of a chattel, is not necessarily an avowal of his partnership in such chattel. Hence, in M'Iver v. Humble (b), it was held, that an indorsement of a person's name on the certificate of a ship's registry, in order to aid a previous defective conveyance of his share, was not evidence to shew that he was a partner with the other owners up to the time of the indorsement. Lord Ellenborough, in giving judgment in this case, observed, that, if the question of partnership had been sent to a jury, it would have appeared that the person who was charged as a partner in this action had, in 1809, ceased to be a partner, and his whole legal interest was intended to be conveyed out of him, but was defectively conveyed. "He then" added his Lordship, "ceased in fact to be a partner. Then, did he continue apparently to

(a) De Berkom v. Smith, 1 Esp. 29.

F

(b) 16 East, 169.

be a partner so as to induce the plaintiffs to credit him as such? There was no exhibition of partnership; no appearance of it to which the plaintiff's could have had access to induce them to credit him for these goods. It is urged, however, that his name now appears as owner on the certificate of registry. It is true, he was prevailed upon to join in the conveyance of the legal title to the ship, pro majori cautela, when he had in fact no longer any beneficial interest in it. But this was an ex post facto document, and could not have contributed to the exhibition and appearance of his ownership to the plaintiffs, and therefore does not range under that head of liability for their demand."

Mere interference with the management of a partnership, unaccompanied by any circumstances from which a perception of the profits might be inferred, does not constitute a partnership quoad third persons. And, in a recent case, Mr. Justice Jebb observed, that a stipulation that the house shall be governed by a person's advice, does not constitute him a partner, nor give him a legal interest in the firm it does not hold him out to the world as a partner, nor give him any share in the profits, nor empower him to dissolve, alter, or affect the partnership (a).

V. 3. If a person be charged as a nominal partner, it is obvious, from the rule of law regarding nominal partners, that evidence of lending his name to the firm cannot be rebutted by shewing that he had no interest as a partner; but where an action is brought by a firm without joining the nominal partner, and during the trial it comes out that there was a nominal partner at the time of the contract, the plaintiffs may rebut the presumption, that such nominal partner was a real partner, by shewing that he had no interest in the concern. Thus, where an action was brought for goods sold and delivered, and the son of the plaintiff proved the contract, and, upon his cross-examination, it appeared, that the father had held out to the world, that his son was in partnership with him, and frequently gave receipts and made out bills in their joint names, it was held to be competent for the plaintiff to prove

(a) Barklie v. Scott, 1 Huds. & Bro. 83.

that the son was not a real partner at the time of the transaction (a).

However, if there be a partnership as to third persons, the presumption of law is, that there is a partnership between the parties (b), and where a contract is made with persons in the character of partners, this is a contract on which they may bring a joint action, whether an actual partnership exist between them or not (c).

The term "holding oneself out as a partner," imports at least the voluntary act of the party so holding himself out; for else he might incur a painful responsibility through the fraud or the rashness of others. In cases where a person is charged as a partner on grounds of this nature, the circumstances which are usually given in evidence against him, such as the use of his name over the shop door, or in printed invoices, bills of parcels, and advertisements, are strong presumptive evidence of his acquiescence in the name and character of partner. Nevertheless, this evidence may be rebutted by shewing, either that he absolutely disowned, or that he was entirely ignorant of these transactions. In some cases, it will even be necessary for the plaintiff to shew, that the acts of the defendant which he relies on as acts of partnership, were done with full knowledge and deliberation on the part of the latter (d).

If there be a stipulation that A. shall appear as a partner, but shall be liable to no loss, A. of course will not be liable as a partner to those who have absolute knowledge of such stipulation (e).

23.

(a) Glossop v. Colman, 2 Stark.

(b) Per Lord Ellenborough, Peacock v. Peacock, 2 Camp. 25.

(c) Bond v. Pittard, 3 Mee. & W.357.

(d) See Fox v. Clifton, 6 Bing. 776; 4 M. & P. 713.

(e) Alderson v. Clay, 1 Camp. 404; Minnet v. Whiney, 5 Bro. P. C. 489. But see Brown v. Leonard, 2 Chit. 120.