As to agent remunerated by share of profits.

As to widow or children of

deceased part

in writing with such person that the lender shall receive a rate of interest varying with the profits, or shall receive a share of the profits arising from carrying on such trade or undertaking, shall not of itself constitute the lender a partner with the person or persons carrying on such trade or undertaking or render him responsible as such."

66

4. No contract for the remuneration of a servant or agent of any person engaged in any trade or undertaking by a share of the profits of such trade or undertaking, shall of itself render such servant or agent responsible as a partner therein nor give him the right of a partner."

5.-"No person being the widow or child of the deceased partner of a trader and share of profits. receiving by way of annuity a portion of the

ner receiving

As to seller of goodwill being

profits.

profits made by such trader in his business, shall by reason only of such receipt be deemed to be a partner of, or to be subject to, any liabilites incurred by such trader."

6.—" No person receiving by way of paid by share of annuity, or otherwise, a portion of the profits of any business in consideration of the sale by him of the goodwill of such business, shall by reason only of such receipt be deemed to be a partner of, or be subject to, the liabilities of the person carrying on such business.'

7." In the event of any such trader as

ruptcy a creditor

of profits to be postponed to

value.

aforesaid being adjudged bankrupt, or taking In case of bankthe benefit of any Act for the relief of receiving share insolvent debtors, or entering into any creditors for arrangement to pay his creditors less than twenty shillings in the pound, or dying in insolvent circumstances, the lender of any such loan, as aforesaid, shall not be entitled to recover any portion of his principal or of the profits or interests payable in respect of such loan; nor shall any such vendor of a goodwill, as aforesaid, be entitled to receive any such profits, as aforesaid, until the claims of the other creditors of the said trader, for valuable consideration in money or money's worth, have been satisfied."

case Cox v, Hick

Although this Act wrought a great change in the actual law, it did not have the same effect on the practice of the courts. The Act itself was passed in consequence of the decision of the House of Lords in the wellknown case of Cox v. Hickman, 8 H. of L. Effect of the Cas. 268., and it added very little, and that man. little by no means of importance, to the decision of that eminent tribunal. The decision in Cox v. Hickman has been followed in every Court of Justice in the Kingdom, and would have been so followed, irrespective of the Act; so that the only effect of the Act has been to make a legislative enactment of what would otherwise have been a precedent of law. An ordinary partnership must not

of partners in

nership.

Limit of number consist of more than ten persons in any case where the busines carried on is banking. Where the business is of the ordinary commercial character, the number of partners must not exceed twenty. If more than ten persons associate for carrying on a banking business, or more than twenty agree to enter into ordinary commercial business, the underaking is an extraordinary partnership, and must be registered as a Company under the Companies' Acts, 1862, or formed in pursuance of some other Act of Parliament, or of letters patent, or a company engaged in working mines within and subject to the jurisdiction of the stannaries. In all such cases, the working of the partnership business is governed by Act of Parliament, and is subject to the rules and regulations laid down by statute, and these, we shall have occasion hereafter to notice.

CHAPTER III.

PARTNERSHIPS.-Continued.

PARTNERSHIP FIRMS.

name.

binding on firm.

When two or more persons have entered What is a firm? into partnership, the association is called a firm. Business may be carried on under any name which the partners may think fit to adopt. They may not, however, use a Partnership name already in existence, or so closely allied to it as to be easily mistaken for it. All the acts done by any one member of Acts of partner such firm is binding on the co-partners. Chief Justice Erle, in the case of Mangham v. Sharpe, 17, C. B. N. S., 462, remarks: "Individuals may carry on business under Style of firm. any name or style they may choose to adopt." It is not necessary that the style of the firm should include the name of any actual member; and frequently it does not do so, as all the original members of the firm may have been dead for some time and the business carried on by new men and by new ideas. No man, however, is precluded from similarity of carrying on any legitimate business in his pursuit no bar.

name and

Liability of quasi partner.

Retiring part

ner.

own name simply because his name and occupation are the same as those of another; provided, that he does not use any devices to deceive the public as to the identity of the two firms.

When a man holds himself out as a partner, or even if he allows anyone to hold him out as one, he cannot afterwards refuse to accept the position that he has undertaken to occupy. There must, however, be a real lending of the person's credit to the partnership; as no one is allowed to use the name of another without his consent, so as to make him liable, and if there has been no authority given to hold out a certain man as a partner, the person so held out incurs no liability. (Fox v. Clifton, 6 Bing, 776.) This doctrine of holding out extends to the administration of the assets of a firm in bankruptcy. If, therefore, two persons have been ostensibly trading as partners and they fail, then they will be regarded as partners whatever be the nature of the agreement between themselves. Their estate will consequently be administered as joint estate for the benefit of the creditors of the supposed firm. (Rowland v. Crankshaw, 1 Ch., 421.)

may

If a partner in retiring from a firm wishes to avoid his liability for the debts and engagements of the business, he must give due notice to the creditors of his retirement;