by Professors Ames, Burdick, Gilmore, and Mechem, respectively References to these collections will be found in the notes in this book.

(The references to Mechem's cases are to the third edition.)

The subject of Limited Partnership has also been treated by Mr. Bates, in a separate volume.

Codification.-In England, since 1890, and in several of our States the law of partnership has been, to a greater or less extent, reduced to the form of a statute. Thus there are the Field Code in California and some other western states; the Georgia Code; and the Louisiana Code. The most important of all American statutes upon the subject, however, is now the Uniform Partnership Act, drafted by Professor William Draper Lewis of the University of Pennsylvania, under the auspices of the National Conference of Commissioners on Uniform State Laws, and by them recommended to the several States for adoption. After long deliberation, in the course of which Professor James Barr Ames prepared a draft upon the so-called "entity theory," the Commissioners decided to proceed upon the opposite or so-called common law or aggregate theory.

The Act as drafted does not purport to be a complete body of Partnership law, but leaves many points untouched and, hence, as they were at common law. It has already been adopted in a number of states. While, of course, it has no legal force except where it is so adopted, it is important and interesting everywhere as an approved statement of the law. A Uniform Limited Partnership Act has also been prepared in the same way. These Uniform Acts will be found in the Appendix, and the provisions of the Uniform Partnership Act are constantly referred to in

5 Sec. 4, provides: (1) the rule that statutes in derogation of the common law are to be strictly construed, shall have no application to this act; (2) The law of estoppel shall apply under this act; (3) The law of agency shall apply under this act; (4) This act shall be so interpreted and construed as to effect its

general purpose to make uniform the law of those states which enact it. (5) [Shall not affect existing contracts, rights or actions]."'

"Sec. 5. In any case not provided for in this act the rules of law and equity, including the law merchant, shall govern."

the text which follows. References to some of the current comments on the Act will be found in the foot note.6

§1. Partnership defined.-Partnership may be tentatively defined as a legal relation, based upon the express or implied agreement of two or more competent persons whereby they unite their property, labor or skill in carrying on some lawful busiess as principals for their joint profit. The English Partner

ship Act declares that "Partnership is the relation which subsists between persons carrying on a business in common with a view of profit." The American Uniform Partnership Act provides that "A partnership is an association of two or more persons to carry on as co-owners a business for profit." The persons so united are called partners. The term copartnership is sometimes used: to designate the relation, and the term copartners to designate the parties. The partners collectively are often called the firm, though in the older cases especially the word firm is used to designate the name under which the business is conducted.2

An attempt to frame a satisfactory definition of partnership is probably a somewhat hazardous undertaking. This is partly owing to the difficulty inhering in any attempt at definition, but it is chiefly attributable to the fact that the legal conception of partnership has not always been, nor is it wholly yet, clear and definite, and that the legal test for determining the existence of the relation has varied from time to time. Mr. Justice Lindley, in his admirable treatise upon the subject,3 declines to attempt a definition, saying that to frame one "which

1The word 'firm' is a short, collective name for the individuals who constitute the partners, and the name under which they trade is their firm name. (Partnership Act, 1890. Sec. 4; the firm name is a mere expression, not a legal entity. Sadler v. Whiteman [1910], 1 K. B. 868, per Farwell, L. J., at p. 889, cited with approval. R. v. Holden [1912], 1 K. B. 483, C. C. A.) It is not the name of a corporation; it is a short name for X, Y and Z carrying on business in partnership. (Re Smith, Fleming & Co. (1879), 12 Ch. Div. 557, 567, C. A.) In English law, a firm is not a persona. (Re Sawers (1879), 12 Ch. Div. 522, C. A., per James, L. J., at p. 533; Re Vagliano Collieries (1910), 79 L. J. Ch. 769; compare Re Shand (1880),

14 Ch. D. 122, 126, C. A.) In Scotland a firm is a legal person distinct from the partners of which it is composed. Partnership Act, 1890, sec. 4 (2)." Halsbury, Laws of England, 22, p. 5. It is in this sense that the word firm is used in this book.

The partnership is also frequently called the "house," or the "con

cern.

2 According to the dictionaries this is an entirely proper use of the word firm, i. e., as synonymous with name or style. See, also, McCosker v. Banks (1896), 84 Md. 292, 35 Atl. 935; In re Klein's Estate (1907), 35 Mont. 185, 88 Pac. 798; People v. Strauss (1901), 97 Ill. App. 47, 55. 3 Lindley on Partnership (Ewell's ed.), vol. I, p. 1.

shall be both positively and negatively accurate is possible only to those who, having legislative authority, can adapt the law to their own definition." He collects, however, no fewer than nineteen definitions which have been given by other writers; and some of the most important of these are reproduced in the foot-note.

§ 2. Same subject-The characteristic elements.-These several definitions vary in minor particulars, but from them all at least the characteristic elements of partnership may be gathered. Thus

1. It is an unincorporated association or legal relation

2. It is created not by law but by the agreement of the parties. 3. It requires two or more competent parties.

4. It involves ordinarily the contribution by the members of money, property, skill, labor, credit, or the like, to constitute