A partnership may be formed by deed, or by parol; and with or without a written agreement. (v)1 And whatever be the arrangeor heir of one of the members does not become a member, unless by consent or by the terms of the compact." Compare this case with Alvord v. Smith, 5 Pick. 232. See Murray v. Bogert, 14 Johns. 318; Marquand v. N. Y. Man. Co. 17 Johns. 535. That no partner can be introduced by mere sale and transfer to him of a partner's interest, see Mathew-son v. Clarke, 6 How. 122: Mason v. Con-nel, 1 Whart. 381; Putnam v. Wise, 1 Hill (N. Y.), 234. See also Channel v. Fassitt, 16 Ohio, 166; Crawshay v. Maule, 1 Swanst. 508; Treadwell v. Williams, 9 Bosw. 649.

(u) Janes v. Whitbread, 11 C. B. 406; Coates v. Williams, 7 Exch. 205. Wheat-croft v. Hickman, Cox v. Hickman, 8 H. L. Cas. 268, in which cases it was held that a deed of assignment to trustees of a debtor's property for the purpose of carrying on his business, and after paving all costs and charges thereof of dividing the residue of the net profits among his creditors in payment of their debts, made the creditors who executed the deed, partners in the business as to third parties. Hickman v. Cox, 18 C. B. 617; Brundred v. Muzzy, 1 Dutcher, 268.

(v) Owen, Ex parte, 4 De G. & S. 351; Smith v. Tarlton, 2 Barb. Ch. 336.- Although ordinary partnerships may be formed without any written contract, and the acts and words of the parties are ordinarily sufficient for that purpose, yet if the object of the company be to speculate in the purchase and sale of laud, the positive rules of law and the Statute of Frauds require the partnership agreement to be in writing, and a court of equity will not enforce a parol contract for such a purpose. Smith v. Burnham, 3 Sumner, 435; Henderson v. Hudson, 1 Munf. 510; Ridgway's App. 15 Penn. 177. But this is said in a late case to apply only to the contract between the parties, and that as to third persons the partnership may be proved like any other. In re Warren, Davies, 320. And see Dale v. Hamilton, 5 Hare, 369; Essex v. Essex, 20 Beav. 442; Holmes v. McCray, 51 Ind. 358; Richards v. Grinnell, 63 Ia. 44; Carr v. Leavitt, 54 Mich. 540; Snyder v. Wolford, 33 Minn. 175; Hunter v. Whitehead, 42

1 As to whether a partnership is created, depends upon the meaning of the parties as expressed in the agreement. Ross v. Parkyns, L. R. 20 Eq. 331; Ex parte Tennant, 6 Ch. D. 303; Ratzer v. Ratzer, 1 Stewart, 136; Chapman v. Eames, 67 Me. 452. An executory agreement to form does not create a partnership. Doyle v. Bailey, 75 Ill. 418; Lucas v. Cole, 57 Mo. 143; Haskins v. Burr, 106 Mass. 48; Irwin V. Bidwell, 72 Penn. St. 244; Baldwin v. Burrows, 47 N. Y. 199. See Beckford v. Hill, 124 Mass. 588; Cooley v. Broad, 29 La. An. 345. - K.

ment between the parties, one who holds himself out, or permits himself to be held out as a partner, is liable as such. (vv)

The law will * not give effect to an agreement to form a partnership for illegal transactions or purposes. (w)l An action cannot be maintained for the breach of an agreement to become a partner,' unless the terms of the intended partnership were specific and are clearly proved. (x) But where a partner in an existing firm agreed that a certain person should be received as a partner in that firm, it was held that an action might be maintained for a breach of that agreement, and some uncertainty in the terms of the agreement was not a sufficient defence. (y)

A partnership, in general, is constituted between individuals, by an agreement to enter together into a general or a particular business, and share the profits and the losses thereof. (z)

Mo. 524; Williams v. Gillies, 75 N. Y. 197. - If articles of partnership exist, a creditor of the firm may still prove the partnership by parol. Griffin v. Doe, 12 Ala. 783. But the evidence of a partnership must be submitted to the jury. Drake v. Elwyn, 1 Caines, 134. For the existence of a partnership or joint connection is a question of fact. Beecham v. Dodd, 3 Harring. 485. Whether the terms of the agreement and the facts as found by the jury constitute a partnership, is a question of law. Id.; Everitt v. Chapman, 6 Conn. 347; Terrill v. Richards, 1 Nott & M< C. 20; Gilpin v. Temple, 4 Harring. 190.

(vv) Moss v. Jerome, 10 Bosw. 220.

(w) Armstrong v. Lewis, 2 Cr. & M. 274; Ewing v. Osbaldiston, 2 Myl. & C. 53. But where two persons carried on the business of pawnbrokers under a deed of partnership; and the business was conducted solely in the name of one, and he only was licensed: Semble, that although the parties might have made themselves liable to penalties imposed by the statute 39 & 40 Geo. III., c. 99, yet, that it being no part of the contract to carry on the partnership in such a manner as to contravene the law, the contract was not void. If, however, a collateral agreement so to conduct the partnership had been proved, its illegality would have prevented either party from acquiring any right under the partnership.

(x) Figes v. Cutler, 3 Stark. 139. In an action for breach of agreement to enter into a partnership, a plea of dishonest conduct by the plaintiff in his previous partnership relations, is no defence. Andrews v. Carstin, 100 Eng. C. L. 444.

(y) McNeill v. Reid, 9 Bing. 68. Tin-dal, C. J., said: " The other point for our consideration under this head of objection is, that the contract is too vague, too uncertain, as to the term of partnership, amount of capital to be contributed, and the like, to be the subject of estimate by a jury. But is that a correct statement of the evidence? It is plain that the plaintiff considered, and that the defendant led him to consider, that he was contracting for a fourth part of the defendant's business, in the room of Muspratt, who had quitted it; and that both the defendant and his agent, Carstairs, knew the precise extent and value of such an interest. That being so, the case is clear of the difficulty which arose in Figes v. Cutler, where the evidence was too indistinct to enable the jury to come to any conclusion. It is unnecessary to advert to the cases in equity, because this is not a proceeding to enforce performance of a contract, but to obtain damages for the breach of it." '