Copartnership

“ PREPARE AND SIGN Never go into a partnership based on a verbal agreement, unless it be for the distribution of fish, game or nuts, when out with a friend for a holiday.
Have the copartnership articles carefully drawn up and signed before you put a cent into the undertaking. A document like this can be appealed to should disputes arise; and should a partner die, his heirs may find it of the greatest value. ”

“ In case of dispute an oral contract, on account of the difficulty of proof, is of little force in regulating the relations of the partners, and the general law of partnership would usually govern. Inasmuch as there is so great an opportunity for disputes in a relationship of this sort, it is imperative, if efficient working relations are to be maintained, that very carefully drawn articles of copartnership be agreed upon before active business is begun. ”

“ It would be too clear for argument that the state contract with the partnership could not control the articles of copartnership as between the partners and third parties in respect to what might be realized by the firm out of the contract with the state. Each partner of a firm has an undoubted right to make a valid assignment, either absolutely or as security, in the profits of a partnership. No partner owns absolutely any part of the partnership property. ”

“ A partnership is an agreement between two or more persons to associate for the purpose of carrying on a certain form of business.
Each member of a copartnership must contribute a stated contribution to the establishment of the enterprise, but each need not give the same amount.
Neither is it necessary that the contributions of each to the firm shall be of the same character.
One may contribute a building, another machinery, or material, and still another money.
The shares in the profits are based on the cash values of the different contributions. ”

“ That one of several partners composing a trading firm has power to draw bills of exchange, unless restricted from so doing by the terms of the copartnership agreement, is a proposition which, it is presumed, no one will dispute. Whenever there are written articles of agreement between the partners, their power and authority, inter se, are to be ascertained and regulated by the terms and conditions of the written stipulations. ”

“ The plaintiff contends that a copartnership note is the several obligation of each copartner, as well as the joint obligation of all, and that a judgment recovered upon the note against one copartner is not a bar to a suit upon the same note against another copartner ”

“ It is worth the world's knowing that a copartnership can exist between three hundred equal partners without serious friction, and that community in business interests on a large scale can be successfully managed without any effort to control personal liberty, either domestic, social, or religious. Indeed, I believe the success of this experiment is due largely to the absence of any attempt to superintend the private interests of its members,—the only bond being a common financial one, and the one requisite to membership, ability to save a portion of the wages earned. ”

“ Miss Brown proposed to reply in a word: Law must regulate differences where there is not true union, and as a business copartnership, if the matter could not be adjusted between themselves to mutual satisfaction, let it be referred to a third person; where it is a property transaction, let the usual business custom be observed; but if there be a difficulty of a different nature, so serious that the parties, bound to each other for life, can not enjoy existence together if they can not make each other happy, but are to each other a mutual source of discomfort, why, let them separate ”

“ The possessor of the legal title in such case holds the property in trust for the purposes of the copartnership. Each partner has an equitable interest in the property until such purposes are accomplished. ”

“ Title to personalty can be held and transferred under the firm name, but realty must be in the name of the individual members or in the name of one member acting as trustee for the firm. Thus, while in the view of the business community the copartnership is a business entity under a firm name, in the sight of the law it is not an entity but merely a collection of single owners. ”

“ It-is hereby also agreed by both parties hereto, that-they-will-not, while associated as copartners, follow any avocation or trade to-their-own private advantage, but-will, throughout the-entire period of-copartnership, put-forth-their utmost and-best efforts for-their mutual advantage and-the increase of-the capital stock. ”

“ When we look through any business directory, there seem to be almost as many copartnerships as single dealers; and three quarters of these copartnerships appear to consist of precisely two persons, no more, no less. ”

“ No partnership can efficiently or beneficially carry on its business without the mutual confidence and co-operation of all the partners. Even when, by the partnership articles, they have covenanted with each other that the partnership shall continue for a certain period, the partnership may be dissolved at any time, at the will of any partner, so far as to put an end to the partnership relation and to the authority of each partner to act for all, but rendering the partner who breaks his covenant liable to an action at law for damages, as in other cases of breaches of contract. ”

“ It is because co-partnership harnesses to industry not only the muscle but the heart and the intelligence of the worker that we are justified in regarding it with reverence and enthusiasm as the principle of the future. ”

“ What we want is a system which will safeguard the consumer, and also provide the worker with a natural, self-compelling inducement to help the industry with which he is connected. That system is provided by co-partnership. ”

“ By 'forming a partnership, the partners declare themselves to the world satisfied with the good faith and integrity of each other, and impliedly undertake to be responsible for what they will respectively do within the scope of the partnership concerns.' Story on Partnership, 161. ”

“ Every partnership creates a personal relation between the partners, rests upon their mutual consent, and exists between them only. Without their agreement or approval, no third person can become a member of the partnership, either by act of a single partner or by operation of law; and the death or bankruptcy of a partner dissolves the partnership. ”

“ Such limitations are generally to be found in the terms and stipulations of the articles of co-partnership; but they may arise from general usage, or, to a certain extent, from the character of the business, and the nature of the objects to be accomplished. ”

“ If the co-partnership principle, which is better than piecework, because it tends to produce identity of interest between capital and labor were to increase the efficiency of time-paid workers from 30 to 50 per cent., just think of the result; and yet the fact that co-partnership might add from 30 to 50 per cent. to the efficiency of the worker is urged by many trade unionists as a reason against co-partnership. They seem to fear that the result of making men co-partners will be to cause them to give 25 per cent. better labor and to receive only 50 per cent. ”

“ Co-partnership, as now understood, is distinctly a “paternal” movement, the dominant “partner” in industry being moved to confer a favour on its junior; and though the ideals of Owen, Fourier and the Christian Socialists may have had some influence on the minds of the earliest co-partners, a truer descendant than the co-partnership of to-day is the working-class Coöperative Movement, which aims at the supersession of capitalism. ”

“ Take it Matrimonially, take it as it is a Partnership, for Matrimony it self is but a Partnership; though 'tis not a Partnership in Trade, 'tis what is ten thousand times more solemn, 'tis a Partnership in Life, a Partnership of Souls, they are embarked in the same Ship, they go the same Voyage, and, give me leave to say, they swim, they sink, they are happy, they are miserable, they are poor, they are rich, just as they agree, or not agree; Love or Hate, are united or not united ”

“ Heritable property cannot be held in the name of a firm; it can only stand in the name of individual partners. Notice of the retirement of even a dormant partner is necessary. The law of Scotland draws a distinction between joint adventure and partnership. Joint adventure or joint trade is a partnership confined to a particular adventure or speculation, in which the partners, whether latent or unknown, use no firm or social name, and incur no responsibility beyond the limits of the adventure. ”

“ THE IMPORTANCE OF PARTNERSHIP LAW.—There is a very common impression that partnership law is not as important now as formerly. This undoubtedly is true, as more and more large business enterprises are being conducted in the corporation form; but there is still a large amount of business done in the partnership form. What is most important, however, is the very informality of the type of business conducted under the partnership arrangement. Whether, in a given case, a partnership exists, becomes a vital question. ”

“ The co-partnership theory, on the other hand, maintains that the workers actually employed in any industry, whether distributive or productive, should be partners with those who find the capital, and those who buy the produce, and should share with them the profit, responsibilities and control. The consumers’ party contend that societies of producers make a profit out of the consumers, and thus are never truly co-operative, while as they multiply they must compete against each other. ”

“ In such a case, the only ground of charging him as a partner is that, by his conduct in holding himself out as a partner, he has induced persons dealing with the partnership to believe him to be a partner, and, by reason of such belief, to give credit to the partnership. ”

“ As an illustration of a co-partnership industry which divides its surplus profits between labor and capital alone, let me refer to the Walsall Padlock Society, one of the 114 workmen productive societies which may be regarded as so many different schools of co-partnership under exclusive trade unionist management. ”

“ Surely not this only, for marriage is but a partnership—a contract of mutual fidelity—and in all contracts the violation of the terms of the agreement by one of the contracting persons absolves the other. ”

“ A partnership is formed usually by a definite agreement that is put in writing. Yet it may be simply an oral agreement with very general terms about the contribution of capital or skill of the respective partners and their division of profits. They may and usually do have distinct fields of employment, each doing the thing for which he is, or supposed to be, best prepared. By reason of their general liability, in the olden days persons who wished to thus engage and yet not be responsible, were kept in the background, and were known as secret and dormant partners. ”

“ The existence of a partnership-limited or general-is not essential in order that it shall apply. The language is comprehensive, and covers all cases where one has contributed to the capital of a business conducted by a partnership or person erroneously believing that he is a limited partner. ”

“ It is not true that in all voluntary association between two people, one of them must be absolute master: still less that the law must determine which of them it shall be. The most frequent case of voluntary association, next to marriage, is partnership in business: and it is not found or thought necessary to enact that in every partnership, one partner shall have entire control over the concern, and the others shall be bound to obey his orders. ”

“ The co-partnership party answer that labour at least helps to make the profit, and that competition, as yet almost insignificant between their societies, can be avoided by federating them (a process long ago begun) for buying and selling in common, and for other common purposes, while leaving each the control and responsibility of its own internal affairs. They further advocate the eventual federation of the productive wing of co-operation with the distributive, for settling prices and all matters in which their interests might conflict. ”

“ Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property. ”

“ There are different kinds of partnerships, as will later be shown, but the essence of each from the point of view of a working organization is mutual agency, each partner being the agent of the others, and, within the limitations of the partnership agreement, capable of acting as a principal for the firm. The partnership is subject to practically as few restrictions as the individual. In some localities, to secure the right to sue and be sued in the firm name, it is necessary to file in a public office a brief statement of the firm name and the names of its members. ”

“ A business partnership, balanced as the authorities of its members may theoretically be, practically becomes a union in which the authority of one partner is tacitly recognized as greater than that of the other or others. ”