A partnership exists when two or more persons combine their property, labor, and skill, or one or more of them, in the transaction of business, for their common profit. (a) A copartnership is not a corporation, nor a joint-tenancy, nor a co-tenacy. Some of its qualities and characteristics are similar to those of these other modes of joint-interest. But it has its own system of rules and principles of law which must govern all the questions arising under it; and mistakes have arisen from attempting to bring rules from these other modes of joint-interest, to control questions of partnership.

A partnership is presumed to be general when there are no stipulations, or no evidence from the course of business, to the contrary. (b) But it may be created for a specific purpose, or be confined by the parties to a particular line of business, or even a single transaction. When the partnership is formed by written articles, it is considered as beginning at the date of the articles, unless they contain a stipulation to the contrary. (c)

(a) Noyes v. Cushman, 25 Vt. 390. For a discussion of the principles of law-applicable to partnerships between attorneys at law, and the responsibilities growing out of them, and as to the effect of the dissolution of the firm by the death of one of its members, see McGill v. McGill, 2 Met. (Ky.) 258; Denver v. Roane, 99 U. S. 355; Osment v. McElrath, 68 Cal. 466; Williams v. More. 63 Cal. 50; Egleston v. Boardman, 37 Mich. 17; Warner v. Griswold, 8 Wend. 665; Jackson v. Bohrman, 59 Wis. 422.

(b) There is nothing in the law to prevent its being a universal partnership, however rare and difficult such cases must he in fact. See Goesele v. Bimeler, 14 How. 589; Bates, Partnership, § 13. On the other hand a partnership may be limited to one particular subject. Ripley v. Colby, 3 Foster (N. H.), 438.

(c) Williams v. Jones, 5 B. & C 108.

An attorney entered into a written contract, whereby he agreed to take into partnership in his business a person who had not then been admitted as attorney, and therefore could not be lawfully received. No time being expressly fixed for the commencement of the partnership, the court held that it was an agreement for a present partnership, and that parol evidence was not admissible to show that it was a conditional agreement, which was not to take effect till the person to be received was admitted as an attorney, and that it was therefore void. See Dix v. Otis, 5 Tick. 38. - But parties may agree to form a partnership at some future time, and until it arrives they will not be liable as partners, unless they have held themselves out as such. Dickinson v. Valpy, 10 B. & C 128; Avery v. Lauve, 1 La An. 457.

In general, persons competent to transact business on their own account may enter into partnership; the disabilities of coverture, infancy, and the like, applying equally in both cases.1 But interesting questions have been raised as to the rights and liabilities of those who represent infants. The personal liability of such a party would seem to depend upon the question whether he has claimed and exercised the right of withdrawing any part of the capital, or of receiving a share of the profits. Perhaps if he had by agreement the right to do this, and more certainly if he had actually withdrawn capital or profits, he would be held personally responsible for the debts of the partnership. (d) It is often said that whether persons who engage in joint transactions are partners, depends upon their intentions; but it must be remembered that by this is meant their intentions as legally expressed or ascertained. (dd)

Usually, the partners own together both the property and the profits; but there may be a partnership in the profits only. For as between themselves the property may belong wholly to one member of the partnership, although it is bound to third parties for the debts of the firm; as when it is bought wholly by funds of one partner, and the other is to use only his skill and labor in disposing of it, for a share of the profits. (e)

(d) Barklie v. Scott, 1 Hud. & B. 83; Owens v. Mackall, 53 Md. 382; Miles v. Wann, 27 Minn. 56; Williams v. Rogers, 14 Bush, 776.

(dd) Salter v. Ham, 31 N. Y. 321.

(e) Pierce v. Shippee, 90 Ill. 371; Kuhn v. Newman, 49 Ia. 424; Getchell v. Foster, 106 Mass. 42. So where a broker employed by a merchant to purchase goods, with the funds of the merchant, was to be one third interested in them, and not to charge commissions, and the corres1 In many jurisdictions married women may now, by statute, enter into partnership. See Dupuy v. Sheak, 57 Ia. 361; Kutcher v. Williams, 40 N. J. Eq. 436; Bitter v. Rathman, 61 N. Y. 512; Silveus's Ex. v. Porter, 74 Pa. 448; Merchants' Nat. Bank v. Raymond, 27 Wis. 567. But a married woman still generally may not become a partner with her husband. Haas v. Shaw, 91 Ind. 384; Bowker v. Bradford, 140 Mass. 521; Payne v. Thompson, 44 Ohio St. 192.

Where the rule of the common law is not changed by statute, a married woman cannot enter into partnership, her contracts being void. Haas v. Shaw, 91 Ind. 384; Todd v. Clapp, 118 Mass. 495; Newman v. Morris, 52 Miss. 239; Swasey v. Antram, 24 Ohio St. 87; Miller v. Marx, 65 Tex. 131. In Swasey v. Antram, it was held that where the husband assented to her acting as a partner, she became his agent and he was liable accordingly.

The contracts of infants are only voidable, not void. Hence infants may enter into partnership. And so far as an infant has actually put his property into the business, he cannot by rescission withdraw it from liability for partnership debts. Bush v. Linthicum, 59 Md. 344. See also Yates v. Lyon, 61 N. Y. 344. Nor can he withdraw it as against his adult partner when there are unpaid debts. Page v. Morse, 128 Mass. 99; Dunton v. Brown, 31 Mich. 182. See Sparman v. Keim, 83 N. Y. 245.

A corporation, unless specially authorized, cannot become a partner, as that would subject it to liabilities for the acts of others besides its officers. Pearce v. Madison, etc. R. R. Co. 21 How. 441; Gunn v. Central Railroad, 74 Ga. 509; Whittenton Mills v. Upton, 10 Gray, 582; Hackett v. Multnomah Ry. Co. 12 Oregon, 124.

A corporation may, however, by its charter be empowered to enter into partnership. Butler v. American Toy Co. 46 Conn. 136. See also Aigen v. Boston, etc. R. R. Co. 132 Mass. 423; Allen v. Woonsocket Co. 11 R. I. 288.