engage cargo and passengers for carriage, and, in a foreign port, may enter into a charter party; and his contracts for these purposes bind the owner to the full amount of the value of the ship and freightage. En. March 21, 1872. § 2377. Power to hypothecate. The master of a ship may hypothecate the ship, freightage, and cargo, and sell part of the cargo, in the cases prescribed by the chapters on bottomry and respondentia, and in no others, except that the master may also sell the cargo or any part of it, short of the port of destination, if found to be of such perishable nature, or in such damaged condition that, if left on board or reshipped, it would be entirely lost, or would seriously endanger the interests of its owners. En. March 21, 1872. Am'd. 1873-4, 252. See post, secs. 3017 et seq. § 2378. Master's power to sell ship. When a ship, whether foreign or domestic, is seriously injured, or the voyage is otherwise broken up, beyond the possibility of pursuing it, the master, in case of necessity, may sell the ship without instructions from the owners, unless by the earliest use of ordinary means of communication he can inform the owners, and await their instructions. En. March 21, 1872. § 2379. Master's power to sell cargo. The master of a ship may sell the cargo, if the voyage is broken up beyond the possibility of pursuing it, and no other ship can be obtained to carry it to its destination, and the sale is otherwise absolutely necessary. En. March 21, 1872. Compare post, sec. 2707. § 2380. Authority to ransom ship. The master of a ship, in case of its capture, may engage to pay a ransom for it, in money or in part of the cargo, and his engagement will bind the ship, freightage, and cargo. En. March 21, 1872. § 2381. Abandonment terminates master's power. The power of the master of a ship to bind its owner, or the owners of the cargo, ceases upon the abandonment of the ship and freightage to insurers. En. March 21, 1872. § 2382. Personal liability for contracts concerning the ship. Unless otherwise expressly agreed, or unless the contracting parties give exclusive credit to the owner, the master of a ship is personally liable upon his contracts relative thereto even when the owner is also liable. En. March 21, 1872. Personal liability of agent: See ante, sec. 2343. § 2383. Liability for acts of persons employed upon the ship. The master of a ship is liable to third persons for the acts or negligence of persons employed in its navigation, whether appointed by him or not, to the same extent as the owner of the ship. En. March 21, 1872. § 2384. Responsibility for negligence of pilot. The owner or master of a ship is not responsible for the negligence of a pilot whom he is bound by law to employ; but if he is allowed an option between pilots, some of whom are competent, or is required only to pay compensation to a pilot, whether he employs him or not, he is so responsible to third persons. En. March 21, 1872. See ante, sec. 2338. § 2385. Obligations of shipowner to owner of cargo sold. The owner of a ship is bound to pay to the owner of her cargo the market value at the time of arrival of the ship at the port of her desination, of that portion of her cargo which has been sold to enable the master to pay the necessary repairs and supplies of the ship. En. Stats. 1873-4, § 2388. What powers manager has. A ship's manager has power to make contracts requisite for the performance of his duties as such; to enter into charter-parties, or make contracts for carriage; and to settle for freightage. and adjust averages. En. March 21, 1872. Cal.Rep.Cit. 61, 429; 109, 99. Ships' managers: See ante, secs. 2070-2072. § 2389. What powers he has not. Without special authority, a ship's manager cannot borrow money or give up the lien for freightage, or purchase a cargo, or bind the owners of the ship to an insurance. En. March 21, 1872. Chapter I. TITLE X. PARTNERSHIP. Partnership in General, §§ 2395-2418. CHAPTER I. PARTNERSHIP IN GENERAL. What Constitutes a Partnership, §§ 2395-2397. Mutual Obligations of Partners, §§ 2410-2413. ARTICLE I. WHAT CONSTITUTES A PARTNERSHIP. Partnership, what. Shipowners. Formation of partnership. § 2395. Partnership, what. Partnership is the associa tion of two or more persons, for the purpose of carrying on business together, and dividing its profits between them. En. March 21, 1872. Cal.Rep.Cit. 128, 126. 75, 569; 81, 15; 101, 507; 104, 304; 122, 12; See section 2445, where the above question as to division of profits evidencing partnership is settled. Dividing profits implies division of losses: Post, sec. 2404. § 2396. Shipowners. Part owners of a ship do not, by simply using it in a joint enterprise, become partners as to the ship. En. March 21, 1872. Cal. Rep. Cit. 75, 569. $2397. Formation of partnership. A partnership can be formed only by the consent of all the parties thereto, and therefore, no new partner can be admitted into a partnership without the consent of every existing member thereof. En. March 21, 1872. See post, sec. 2516. 2401. § 2402. 2403. § 2404. § 2405. § 2406. ARTICLE II. PARTNERSHIP PROPERTY. Partnership property, what. Partner's interest in partnership property. When division of losses implied. Partner may require application of partnership property to payment of debts. What property is partnership property by presumption. § 2401. Partnership property, what. The property of a partnership consists of all that is contributed to the common stock at the formation of the partnership, and all that is subsequently acquired thereby. En. March 21, 1872. Cal.Rep.Cit. 104, 305. § 2402. Partner's interest in partnership property. The interest of each member of a partnership extends to every portion of its property. En. March 21, 1872. Cal.Rep.Cit. 104, 305; 123, 487. § 2403. Partner's share in profits and losses. In the absence of any agreement on the subject, the shares of partners in the profit or loss of the business are equal, and the share of each in the partnership property is the value of his original contribution, increased or diminished by his share of profit or loss. En. March 21, 1872. Cal.Rep. Cit. 56, 450; 104, 305. Mining partnerships.-Each member shares in the profit and loss proportionably to the interest he holds: sec. 2513. Post, § 2404. When division of losses implied. An agreement to divide the profits of a business implies an agreement for a corresponding division of its losses, unless it is other wise expressly stipulated. En. March 21, 1872. Cal.Rep.Cit. 81, 15; 89, 534; 112, 12. § 2405. Partner may require application of partnership property to payment of debts. Each member of a partnership may require its property to be applied to the discharge of its debts, and has a lien upon the shares of the other partners for this purpose, and for the payment of the general balance if any due to him. En. March 21, 1872. Cal.Rep.Cit. 58, 456. § 2406. What property is partnership property by presumption. Property, whether real or personal, acquired with partnership funds, is presumed to be partnership property. En. March 21, 1872. § 2410. § 2411. § 2412. § 2413. § 2410. ARTICLE III. MUTUAL OBLIGATION OF PARTNERS. Partners trustees for each other. Good faith to be observed between them. Partners trustees for each other. The relations of partners are confidential. They are trustees for each other within the meaning of chapter I of the title on Trusts, and their obligations as such trustees are defined by that chapter. En. March 21, 1872. § 2411. Good faith to be observed between them. In all proceedings connected with the formation, conduct, dissolution, and liquidation of a partnership, every partner is bound to act in the highest good faith toward his copartners. He may not obtain any advantage over them in the partnership affairs by the slightest misrepresentation, concealment, threat, or adverse pressure of any kind. En. March 21, 1872. Cal.Rep.Cit. 122, 460; 136, 463. § 2412. Mutual liability of partners to account. Each member of a partnership must account to it for everything that he receives on account thereof, and is entitled to reimbursement therefrom for everything that he properly expends for the benefit thereof, and to be indemnified thereby for all losses and risks which he necessarily incurs on its behalf. En. March 21, 1872. Cal.Rep.Cit. 78, 231. Partners' acts bind firm: Post, sec. 2429. $ 2413. No compensation for services to firm. A partner is not entitled to any compensation for services rendered by him to the partnership. En. March 21, 1872. Cal.Rep.Cit. 68, 471; 135, 564. |