ship are not a matter of public record like the charter of a corporation; except in cases of limited partnerships and the like, which are organized under some special statute requiring record. They differ also from the charter of a corporation in that they originate by mere agreement of the members and not by the act of the state, and may therefore be abandoned, waived, modified and enlarged at pleasure.

The partnership articles should contain provisions in reference to:

I. The names of the partners.

2. The name of the partnership and that it shall be used in all partnership transactions.

3.

The nature of the business to be carried on.

4. When the partnership is to begin and what is to be its duration.

Where the partnership is to be carried on.

6. What each partner is to contribute, and in what form it shall be contributed by him and at what time. Where other property than money is to be contributed, its valuation in money should be stated, and it should be stated whether it is the thing or its use which is to be devoted to the partnership.

7. The interest which each partner is to have in the partnership; for otherwise it is presumed that the interests are equal, notwithstanding the contributions may have been unequal, also the liability for losses should be distinctly agreed on.

8. The duties of each partner.

9. When accountings shall be had; how much each partner shall be entitled to draw.

10. The keeping of partnership books.

II. Whether any partner is to receive a salary. But in the absence of any provision there would be no right to a salary. Each partner is presumed to depend upon the profits.

12.

The right of a partner to retire, where it is desired that any one shall have that right without dissolving the firm; and how his interest shall be disposed of-that it shall be valued in a certain way, and shall be first offered to what parties, the notice to be given, etc.

13. The manner of dissolution. How the property shall be divided, etc.; the disposition of the good will. 14. How disputes are to be settled.

In every instance the special needs of each partnership must, of course, be considered. A general form of partnership articles is given in the Appendix.

Sec. 16. COMPETENCY OF PARTIES TO BE PARTNERS. The competency of parties to be partners depends on their competency to contract, as determined by the general rules governing contracts, unless some local state statute varies these general rules.

(1) Minors.

A minor having capacity to make a voidable contract can enter into a partnership, but may disaffirm the contract and withdraw at any time as well as refuse to be bound personally on contracts made by him as a partner.

It is held, however, that a minor cannot take the benefit of a partnership and at the same time disaffirm its burdens. He cannot take out what he has put in except as it is unaffected by his share of the indebtedness. In other words, he may, while the partnership is solvent, assert his right to the capital contributed by him, and may under any circumstances deny liability to partners or to creditors; but in event of the necessity of charging any of the assets actually contributed by him to payment of firm debts, he may not take out such assets and thus throw upon the

other partners, the necessity of contributing his share of the deficit.19

(2) Corporations.

Corporations cannot be partners, although they may assume joint liability.20

(3) Married women.

Under the common law, married women could not be partners; but the law in this respect has been modified, although not uniformly everywhere. Thus it may be provided that she may not be a partner without the consent of her husband.

(4) Insane persons.

An insane person cannot form a partnership. If insanity occurs after the partnership is formed, it is ground for dissolution, as hereafter discussed.

Sec. 17. CONSIDERATION. A contract of partnership must be supported by a consideration. The mutual contributions or definite promises of each partner are a consideration to support the undertakings of the other partners.

A.partner may give or promise to give his money or other property, his skill, his time, as his contribution to the firm capital. What each does or promises to do in

19. Pelletier v. Couture, 148 Mass. 269; Jennings v. Stannus, 191 Fed. 347; Adams v. Beall, 67 Md. 53.

20. Geurinck v. Alcott, 66 Oh. St. 94, 63 N. E. 714.

reliance on what the other does or promises to do constitutes the consideration.21

Sec. 18. LEGALITY OF OBJECT. Every partnership must have a legal object.

As every contract must have a legal object, it follows that where a partnership is formed to accomplish an illegal purpose, it is invalid and no rights can arise out of the partnership as such. A breach cannot be successfully averred in the courts and an accounting for profits cannot be had.

To be an illegal partnership the main purpose must be illegal. The fact that a partnership formed for proper purposes contemplates or does some illegal act, as the commission of a tort, has no effect to taint the whole concern with illegality. For the tort, damages could be had by the injured party, but neither party could for that act alone insist that the partnership was illegal. The law permits one party to set up the defense of illegality as against the other, though both are equally guilty, not out of consideration for the defendant, but on grounds of public policy which forbids the enforcement of illegal agreements in the courts.

21. See Chapter 3. It has been pointed out that a partnership interest may be gratuitously conferred, as for instance, on a widow of a deceased partner. But this is clearly not against the general rule that partnerships are contractual,

PART II.

FIRM NAME, CAPITAL AND PROPERTY.

CHAPTER 3.

NAME, CAPITAL AND PROPERTY.

Sec. 19. NECESSITY OF FIRM NAME. A firm name is not a legal requisite, although convenient and customary.

It would be difficult for any partnership to amount to much without a firm name; but such name is not a legal requisite.

În a limited partnership formed under a limited partnership statute (see Sec. 78 post) the name must be set forth in the certificate.

Sec. 20. WHAT FIRM NAME MAY CONSIST OF. A firm name may consist of the names of all of the partners, or any of them, or any artificial name.

Under the common law there is no requirement as to form of name. The Uniform Partnership Act has no specific requirement. Firm names sometimes have the names of all the partners, as "Jones, Brown and Smith;" and the use of the words "and Company" is common, as "Jones and Company." So the name may be entirely artificial as "The Western Toy Shop" or "The Bond Street Tailoring Company." But in such cases care should be exercised not to give the impression that the concern is incorporated, as there are statutes in some states making