Partnership property

“ When partnership property and the individual properties of the partners are in the possession of a court for distribution, partnership creditors shall have priority on partnership property, and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore. ”

“ So, an absolute assignment by one partner of all his interest in the partnership to a stranger dissolves the partnership, although it does not make the assignee a tenant in common with the other partners in the partnership property. ”

“ If the partnership sells out its property, including its good will and its profit-earning power, which are part of its property under the constitutional definition of property, there is nothing left to the separate partners. ”

“ In a court of equity, a partner who, after a dissolution of the partnership carries on the business with the partnership property, is liable, at the election of the other partner or his representative, to account for the profits thereof, subject to proper allowances. ”

“ If two persons carry on a partnership, or own and manage property in common, complications arise, with which nevertheless the law can deal without calling in the aid of fresh conceptions. But what if there are fifty or a hundred joint owners? With such a state of facts legal principles and conceptions based on the type of individual ownership are scarcely competent to deal. How shall this multitude manage its common interests and affairs? ”

“ Co-ownership of property does not of itself create a partnership, nor does the sharing of gross returns. The sharing of profits, though not of itself sufficient to create a partnership, is prima facie evidence of one. This means that if all that is known is that two persons are sharing profits, the inference is that such persons are partners; but if the participation in profits is only one amongst other circumstances, all the circumstances must be considered, and the participation in profits must not be treated as raising a presumption of partnership, which has to be rebutted. ”

“ The Tower case recognized that one's participation in control and management of the business is a circumstance indicating an intent to be a bona fide partner despite the fact that the capital contributed originated elsewhere in the family. [17] If the donee of property who then invests it in the family partnership exercises dominion and control over that property-and through that control influences the conduct of the partnership and the disposition of its income-he may well be a true partner. ”

“ We may assume further, in accordance with a favorite speculation of these days, that philosophically a partnership and a corporation illustrate a single principle, and even that the certificate of a share in one represents property in very nearly the same sense as does a share in the other. In either case the members could divide the assets after paying the debts. ”

“ Mere participation in profits would give no such interest contrary to the real intention of the parties. Persons cannot be made to assume the relation of partners, as between themselves, when their purpose is that no partnership shall exist. There is no reason why they may not enter into an agreement whereby one of them shall participate in the profits arising from the management of particular property, without his becoming a partner with the others, or without his acquiring an interest in the property itself, so as to effect a change of title. ”

“ The members of this partnership are in no way uncertain, for no one is a member whose name is not subscribed to the articles of association. It is a large partnership. The accumulation is for the partners, not for an ideal company or mere abstraction. The property loses its individuality as to ownership the instant the owner becomes a member. It stands like the property of any other partnership. The partners are joint owners. No formal transfer of delivery is necessary; the possession by one partner is the possession of all. ”

“ A partnership, association, or other unincorporated body of individuals outside the United States, or a corporation incorporated within any country other than the United States, and was entirely owned at such time by subjects or citizens of nations, states, or free cities other than Germany or Austria or Hungary or Austria-Hungary and is so owned at the time of the return of its money or other property hereunder ”

“ The partnership may have been formed for the purpose of carrying on mercantile, banking, brokerage, or stock business. The property may be tangible or intangible, goods on the shelf or debts due for goods sold. The interest of the partner in all the property is made taxable at the place where the business is located. ”

“ In other partnerships, the financial investment or interests are unevenly divided; and the one who holds more than half interest controls the business, unless otherwise provided for in the partnership agreement. Partners may be in name only, and not own any of the property. ”

“ When these men had been obliged to get a few friends to help them turn their property into a partnership concern, because they wanted ready money to go on with, they had taken some of the purchase price of their property in the form of shares, so that they themselves could be partners. ”

“ In the absence of proof of its purchase with partnership funds for partnership purposes, real property standing in the names of several persons is deemed to be held by them as joint tenants, or as tenants in common ”

“ Under what restrictions it should be allowable to bequeath property to one person for life, with remainder to another person already in existence, is a question belonging to general legislation, not to political economy. Such settlements would be no greater hindrance to alienation than any case of joint ownership, since the consent of persons actually in existence is all that would be necessary for any new arrangement respecting the property.
§ 5.From the subject of Inheritance I now pass to that of Contracts, and among these, to the important subject of the Laws of Partnership. ”

“ Can the agreement to furnish information as to bargains in real estate, and give copartners the option of taking benefit of such bargains, be considered a so enlarging the scope of the partnership business as to include therein the purchase and sale of real estate on joint account? It would be a perversion of language and a confusion of ideas to treat such a stipulation, if it were clearly established, as creating a partnership in future options to buy what did not already, by the terms of the copartnership, come within the scope and characted of the partnership business. ”

“ Where a broker or other agent purchases goods for several persons, each agreeing to take a certain portion of the entire parcel, it is clear, if there is no arrangement that the goods shall be sold on joint account, that the transaction does not amount to a partnership, although there is undeniably a community of interest in the goods so purchased. ”

“ If, on a dissolution or change in the constitution of a firm, the goodwill belongs under the partnership agreement exclusively to one or more of the partners, the partner who is entitled to the goodwill has the rights of a seller, and those to whom the goodwill does not belong have the rights of a purchaser. ”

“ In the present state of the law upon this subject, it may perhaps be doubted whether any more precise general rule can be laid down than, as indicated at the beginning of this opinion, that those persons are partners who contribute either property or services to carry on a joint business for their common benefit, and who own and share the profits thereof in certain proportions. ”

“ 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. ”

“ At law, if there is an express agreement for the payment of the purchase-money, and the delivery of the conveyance of the land by a particular day, and at a particular place, the parties will be bound by it, and time will be of the essence of the contract. But, in equity, the estate bargained and agreed to be sold becomes the property of the purchaser as soon as the agreement is concluded. It will descend to his heirs at his death, or may be devised by him; while the purchase-money vests in the vendor, and forms a part of his personal estate. ”

“ Suppose a new and unexplored branch of trade should present itself with some foreign country; suppose it was manliest that to undertake it with advantage required a union of the capitals of a number of individuals, and that those individuals would not be disposed to embark without an incorporation, as well to obviate the consequences of a private partnership, which makes every individual liable in his whole estate for the debts of the company to their utmost extent, as for the more convenient management of the business ”

“ Matters within the scope of the partnership are regulated and controlled by a majority of the partners, but by the alleged stipulation under consideration a single member of the firm could control the firm's action in respect to purchases of real estate. ”

“ The legal estate in partnership land devolves according to the general law, but in trust for the persons beneficially interested therein. As between partners, and as between the heirs of a deceased partner and his executors or administrators, such land is treated as personal or movable estate, unless a contrary intention appears. ”