caprices, nay the selfish or fraudulent combinations of others. The good old common law of England adopted principles a little more in unison with the interests of commerce and the dictates of common sense.

As a result then from this community of profit and loss, the responsibilities and liabilities of partners necessarily flow. The debts of the partnership are equally binding upon all the members of the firm; all are parties to the contracts from which they arise, and all have an equal chance of benefit from them. By taking a portion of the profits, any one of the association subtracts from that fund which ought to be applied in the first place to the debts of the company.

This rule of law is not, then, a mere positive institution, unsupported by reason or founded on local or partial views, but recommended by the highest dictates of general policy, and framed with a direct reference to the best interests of com

merce.

It is a mere corollary therefore from this, or rather a stating of the proposition in other words, to say that the whole firm is bound by the acts of any one partner in and about the business of the partnership. Each one is possessed (as the lawyers term it, in barbarous law French) per my et per tout, that is, each one is interested in and has a title to the whole and every part of the partnership effects; and may dispose of them in the usual course of business, in the name of the firm, for partnership purposes. This also is perfectly essential to the life of trade. The partners have associated, under a common and assumed name, in the pursuits of trade. By that appellation and not by their individual names are they known to the community. The name of the firm is that which gives validity to transactions in which it is concerned. It is the seal to its instruments of writing.. Of this name, then, as of the rest of the partnership effects, each partner has the control. If the actual presence of each member of the firm were required when the name of the association was used, a stop would shortly be put to all mercantile transactions, for all their activity would be paralysed. As it would be impossible for third persons to know of the presence or absence of all the members when the name of their firm is employed, and of course, constant uncertainty would hang over commercial instruments, the law presumes, from the use of the name by one, the presence of the others, or in other words, authorises such use. There is and there can be no middle ground in this.

Dormant partners are persons equally interested with the active partners in the profits and loss of the business, but who are not known to the world to be so. Their names do not appear in the transactions of the firm, and they take no active

part in its negotiations. These partners, when discovered, are equally liable with the active partners to the debts of the concern, for the reason we have before discussed, viz: principles of public policy; inasmuch as, sharing in the profits, they detract from the partnership property the primary fund for the discharge of its liabilities. Dormant partners are not responsible on the ground of their names forming any part of the consideration for entering into the contract, as they are, by the supposition, unknown at the time of its being formed; but solely for the reason we have mentioned.

A partnership is, therefore, an association to prosecute some lawful trade or business, with the advantages of combined capital and combined effort; and the consequent and fair responsibility of each member of the association for the debts of the firm. They are, in some measure, quasi corporations, having a particular name and distinct property, though endowed with none of the prerogatives which exempt the members of corporations and their separate estates from liability. To prohibit them would be permanently injurious to commerce; but to endow them with special immunities would, we think, produce the same result. What the new provisions are, which it is intended to engraft upon the law of partnership in Pennsylvania, we shall presently see. In the meantime, we will take a hasty glance at the law upon this subject elsewhere.

The law of England-the princess of commercial countries -has always rejected the innovation of a restricted responsibility in partnerships. No one, we presume, will deny the supremacy of her trade-the perfection of her mercantile law -the active circulation of her wealth-the eminent station of her bankers and merchants. We should suppose there was, in that country, but little complaint in regard to dormant or idle capital; and that there no anxious crowd of profitless subjects with full coffers stood, eager, but afraid, to enter the arena of business unless invited by the inducement of special immunities. There may be a few, desirous of buying a ticket in a great commercial lottery, where the prospect of a rich prize in the shape of high profits may tempt them to embark in a speculation where the only risk is the price of the ticket; viz. the capital they contribute. But to such the law of England wishes to tender no encouragement. Neither would we.

The introduction of these limited partnerships into England, under the style of "Joint Stock Companies" has been more than once attempted, but, in their full extent, as we have said, uniformly and successfully resisted. Until the 6th year of the late king, the power of licensing these associations was vested in parliament alone; which confined itself to the granting of regular acts of incorporation; an authority, (except in special

cases, and then under the provisions of acts of assembly.) exercised in these states by the legislature. In the 6th year of the reign of George IV. (1825) the crown was empowered to grant charters of incorporation, by which the members of the corporate bodies may be made individually liable to such extent, and subject to such regulations and restrictions, as the king may deem expedient. It will be seen, therefore, that instead of opening the door still wider to associations of individuals with restricted liability, the legislature of that great commercial country has thought it expedient to confine the creation and privileges of these societies within narrower limits.

We will now turn, for a few moments, to the law of the continent of Europe.

In many parts of Europe, it is true that these limited partnerships are admitted. It is a provision, in all those countries, of this species of contract, that the names of the parties and the character of the business should be entered on a registry. Whether or not the regulations of those states contain the clauses which we shall presently notice in the law of France, we are unable to state, nor is it very important.

In France, the law of partnership forms an important chapter in her commercial code. It is known, that the great mind of her late imperial ruler was earnestly directed to the revision and codification of her system of laws. If ever any country, from the diversity of local customs and provincial laws, required such a measure, it was France; and the work was performed in a mode that has entwined around the brows of Napoleon one of his greenest laurels. The subject of partnership, so far as it commands our attention at present, is thus regulated by the Code de Commerce and the Code Civil:

By the civil code, (Tit. 9, ch. 1, No. 1832,) partnership is defined to be a contract by which two or more persons agree to put any thing (whether money, goods, or labour) into a common stock, with a view of dividing the benefits which may result from it. The broad division of the contract is into universal and particular partnerships. The former are again subdivided into partnerships of present goods and future acquisitions, and of future profits alone. These terms explain themselves; the word "goods," embracing what we call real as well as personal estate. The particular limitations and qualifications of these contracts, it is aside our purpose to consider.

Particular partnerships have reference to certain determinate objects, and to the advantages to result from them; and agree in this respect with those in use in England and America. There is in the law of France an important distinction between partnerships for strictly commercial purposes, and others,

which does not obtain here. It is a general rule, that in the latter, the partners are not bound absolutely (or in solidum, as the lawyers say) for the debts of the firm; neither can one partner bind his associates without their express authority. Each partner is bound, as respects creditors, for an equal proportion of the debts, though even this may be qualified by the articles of copartnership. By our law, no distinction is made between partnerships for different objects, all being considered as commercial operations.

Partnerships of commerce are subdivided as follows:

1. Partnerships en nom collectif, (or, under the name of a firm,) the ordinary mode of carrying on business by two or more in the United States and England.

2. Partnerships en commandite, or "limited partnerships;" and 3. Partnership anonyme which is neither distinguished by a social name, or by that of any of its members; but is entitled or described by the designation of the object of the enterprise. Associations of this description correspond with our chartered companies; they require in France as here, the authorisation of the government.

There is still another kind to be noticed: commercial associations, en participation. They relate to one or more operations of commerce; that is, as we understand it, particular transactions; and are regulated according to the agreements of the parties as regards objects, forms and proportions of interest in each association; not being subject to the formalities prescribed for other partnerships.

We now return to the sociétés en commandite, being those which at present we are more particularly engaged with. (They were first established in France by the ordinance of 1673.)

Every merchant is obliged to keep a journal which exhibits, from day to day, his debts and credits; his operations of business; his negotiations; his acceptances or endorsements; and generally, whatever he receives and pays. It must also state the monthly expenses of his housekeeping. He must keep on file the letters he receives, and retain copies of those he sends. He must preserve, in his' own handwriting, an inventory, yearly, of all his effects, movable and immovable, and of his debts and credits. This, and the journal, must be revised by him once during the year. The books must be preserved by the merchant for the space of ten years, and are to be examined either by a judge of the tribunal de commerce or by the mayor or an assistant.

The société en commandite consists of one or more absolutely responsible (or as we should say, general) partners, and one or more simple lenders of capital; viz. limited partners. The association is ruled under a social name, which is necessarily

the name of one or more of the general partners; that of the partner en commandite forming no part of it. He can do no act nor be employed about the business of the firm, even as an attorney, in fact. If he do, he is transmuted into a general partner. His responsibility, unless changed as a result of some illegal conduct, is limited to the amount of capital he advances or is bound to advance. The capital commanditory stock may be divided into shares of stock-the holders of these are called actionnaires.

A copy of the articles of copartnership must be transmitted within a fortnight of their formation, to the register of the tribunal of commerce of the arrondissement in which the counting-house is situated, in order to be entered of record, and affixed, for three months, in a conspicuous place in the public court-house. The non-observance of these formalities is punished by the articles of association being declared void as respects the defaulters; they,,of course, not being allowed to set up their own neglect as a defence against third persons.

The extract must contain:-1. The names, titles, and residences of the partners, other than the actionaries or commanditaries.-2. The commercial object of the firm.-3. The designation of those of the partners who are authorised to manage the business, and sign for the firm.-4. The total of capital furnished, or to be furnished, as actionary or commanditary capital; and 5. The epochs both of the commencement and the termination of the business.

All changes in the firm, or continuations beyond the limited period, must be registered in like manner.

We will now turn to the check which the government exerts over these associations, when the reason for some regulations we have stated will be sufficiently obvious.

Every merchant who stops his payments, is pronounced to have failed. He becomes a bankrupt if he renders himself amenable to the law either by an omission of what, upon that contingency, he is bound to do; or by the commission of some other matter, pointed out in the code. He is declared either a simple or a fraudulent bankrupt, according to circumstances. Having failed, the merchant is bound to communicate the fact to the register of the tribunal of commerce; which tribunal fixes the date of the failure; and as a general rule, it may be stated, that all acts of the merchant, within ten days before that period, are void,-so are all acts or payments in fraud of creditors.

Upon inspection of the books by the judges, the merchant is pronounced a simple bankrupt, if, among other things, (we give it as an instance,) the expenses of his housekeeping are judged excessive-or he has lost sums at play or in operations of pure