On this, the County of 18 before me, a notary public in and for the state and county aforesaid, duly qualified to administer oaths, personally appeared siding at and employed as , re who are known to me as creditable witnesses, residing and employed as stated, and who being duly sworn, depose and say, that they reside and are employed as aforesaid; that they have a personal knowledge of who signed the foregoing in their presence; and who served on board the United from to that he is the identical as a , and signed by States ship who is named in the discharge dated which he affixed in their presence to this 'application, &c., of identity; that their knowledge of him was obtained And they further depose that they have no interest in the claim of the said for extra pay. Sworn to and subscribed, the day and year above written. Given under my hand and seal of office. State of County of Notary Public. Know all men by these presents, that I, being entitled to extra pay under the act of Congress, entitled "An Act making Appropriation for the Naval Service for the year ending June 30, 18 " approved Ocean, on the coast of California and Mexico, since May 13, 1846, for and in consideration of the sum of dollars and my cents, to me in hand paid, do hereby appoint attorney, for me and in my name to demand and receive from the navy agent, at Washington, D. C., or other proper officer of the United States, the amount of extra pay herein before recited, and to receipt therefor, hereby confirming all that my said attorney may lawfully do in the premises, as fully as if done by myself with full power of substitution and revocation. Signed and sealed in the presence of the undersigned, this CHAPTER XXXII. PARTNERSHIP. THE relation of partnership is one of the most important that occurs in business life. "It is a connection, than which none more close can exist among men. It places in the power of him with whom you form it, your property and your reputation. His virtues and his skill, in unison with your own, may raise you to the highest pinnacle of prosperity. His folly, or his crimes, may strip you of every flourishing branch and leaf, and leave you, a naked, withered and dishonored trunk. It should be formed, therefore, with little less care than the marriage tie, to which it has been, by a late chancellor, not inaptly compared." Its introduction in this work, where each title is so briefly considered, can hardly prove of much practical benefit, and with but a remark or two upon its principal features, and the introduction of the statute regulating limited partnerships, the reader is referred for guidance to the excellent treatises of Story, Gow, and others, upon the law of partnership, and such professional advice as may be requisite. Partnership has been defined to be the result of a contract whereby two or more persons agree to combine property or labor for the purpose of a common undertaking, and the acquisition of a common profit. There may be a partnership in one transaction as well as in a continuing business, and between persons out of trade as well as persons in trade.' The community of profit is the criterion whereby to ascertain whether a contract be one of partnership; for one partner may stipulate to be free from loss, and the stipulation will hold good, as between himself and his companions, though it will not diminish his liability to strangers." To establish a partnership, other than the statutory limited 1 Law Journal, vol. i. Smith's Merc. Law, 43. partnership, no particular mode of proceeding is necessary. It may be formed by a verbal agreement, or by written contract; and, except in some especial cases, where real estate is involved, it is not necessary that the agreement should be under seal. If the parties agree to unite their means and skill in the common undertaking, and proceed to act upon such agreement, their liability and authority as partners begin, without other formality. If no particular terms are mentioned and established, the law presumes that they are equal partners, in every respect, and that the interests, advantages, benefits, profits, losses and labors are equal. A secret partner is one who is actually a partner by participation of profit, but is not avowed or known to be such; and a dormant partner is one who takes no share in the conduct or control of the business of the firm. Both of these are liable to creditors, even if the creditors did not know them to be members of the firm, on the ground of their interest and participation in the profits, which constitute, with the property of the firm, the funds to which creditors may look for payment. A nominal partner is one who holds himself out to the world as such, but is not so in fact. He is liable to creditors of the firm, on the ground that he justifies them in trusting the firm on his credit, and indeed, invites them to do so, by declaring himself to be a partner. The liability of each member of the firm for its just debts created after he became a partner, extends not only to his interest in the property of the partnership, but also to his individual property. And such liability may be created not only by the joint act of the firm, but by that of either member. A partnership may be dissolved at the will of any member, unless differently provided by the articles of agreement. He could not, however, exercise this power wantonly and injuriously to the other partners, without making himself responsible for the damage he may cause. On the death of one of the parties the firm is dissolved, and the surviving partners have the right to close out the interest of the deceased member, and they are held accountable to the representatives of the deceased for the proceeds.' 1 Wood's Dig. art. 2817; Statutes O. p. 351; Statutes Wash. Ter. 274. A partnership may also be dissolved, by the transfer by one or more partners, of his interest, or by decree of a competent court. Until a dissolution of the partnership, one member cannot bring an action at law against the others. He may, however, file a bill in equity, praying a dissolution of the partnership, and that an accounting be had, and his just rights and claims be secured to him. After the dissolution of a partnership, neither party can make any disposition of the partnership effects, inconsistent with the primary duty of paying the partnership debts; though either party may receive payment of debts due the firm, and apply the amount received on the partnership liabilities. In case of the failure of a firm, if an assignment become necessary, such assignment can only be made under the mode laid down by our state law "for the relief of insolvent debtors, and the protection of creditors," which is treated of in the chapter entitled INSOLVENCY. Where a firm is sued, the action may describe them by the common firm name, and the process may be served on one or more of the associates, but the judgment in such case shall bind only the joint property of the associates.' LIMITED PARTNERSHIP. ACT OF APRIL 4, 1850, TO AUTHORIZE THE FORMATION OF LIMITED PARTNERSHIPS. SECTION 1. Limited partnerships for the transaction of mercantile, mechanical, mining or manufacturing business within this state, may be formed by two or more persons, upon the terms, and subject to the conditions and liabilities prescribed in this act; but nothing contained in this act shall authorize such partnerships for the purpose of banking or insurance. SEO. 2. The said partnerships may consist of one or more persons, who shall be called general partners, who shall be jointly and severally responsible as general partners are by law, and of one or more persons who shall contribute to the common stock a specific sum in actual cash payment as capital, who shall be called special partners, and who shall not be personally liable for any debts of the partnership, except in the cases hereinafter mentioned.-[Amended May 3, 1854.] 1 Wood's Dig. art. 806. SEC. 3. The persons forming such partnerships shall make and severally sign a certificate, which shall contain the name or firm under which said partnership is to be conducted, the names and respective places of residence of all the general and special partners, distinguishing who are general, and who are special partners, the amount of capital which each special partner has contributed to the common stock, the general nature of the business to be transacted, and the time when the partnership is to commence and when it is to terminate. SEC. 4. No such partnership shall be deemed to have been formed, until a certificate, made as aforesaid, shall be acknowledged by all the partners, before some officer authorized to take acknowledgment of deeds, and recorded in the office of the recorder of the county in which the principal place of business of the partnership is situated, in a book to be kept for that purpose open to public inspection; and if the partnership shall have places of business situated in different counties, a copy of the certificate, certified by the recorder in whose office it shall be recorded, shall be filed and recorded in like manner, in the office of the recorder in every such county. If any false statement shall be made in any such certificate, all the persons interested in the partnership shall be liable as general partners for all the engagements thereof. SEC. 5. The partners shall, for three successive weeks immediately after such registry, publish a copy of the certificate above mentioned, in a newspaper printed in the county where their principal place of business is situated, and if no such paper be there printed, then in a newspaper in the state nearest thereto; and in case such publication be not so made, the partnership shall be deemed general. SEC. 6. Upon every renewal or continuation of a limited partnership, beyond the time originally agreed upon for its duration, a certificate thereof shall be made, acknowledged, recorded and published, in like manner as is provided in this act for the original formation of limited partnerships; and every such partnership which shall not be renewed in conformity with the provisions of this section, shall be deemed a general partnership. SEC. 7. The business of the partnership shall be conducted |