The Akaroa Mail. FRIDAY, SEPTEMBER 24.

Akaroa Mail and Banks Peninsula Advertiser, Volume V, Issue 436, 24 September 1880, Page 2

The Akaroa Mail. FRIDAY, SEPTEMBER 24.

The "Mercantile Law Act, 1880," is one of those measures which while containing no new" or startling provisions is yet well worthy tta attention of all persons engaged in business. It is a consolidating rather than a law-making statute, its full title being—" An Act to consolidate certain laws affecting trade and commerce." It is divided into several totally distinct parts, and treats very clearly many vexed questions which in the present state of the law are at least provocative of litigation, and consequent loss to suitors ; but the portion of the Act which perhaps possesses the most general interest is that relating to partnerships, and especially that defining special.; partnerships.

What are called in France partnerships en commandite had long been naturalised on the Continent of Europe before John Bull could be prevailed upon to examine the principle involved in them, and even after the old man had been persuaded into legalising them it was some time before the Messrs Bull, jun., followed the example of their revered parent. Till comparatively lately the British law drew no distinction whatever in the matter of partnership. A partner was a partner. Let his interest in a given concern be ever so small, he still was liable to the whole extent of his means for all the partnership debts. The only exception to this rule Avas in the case of duly incorporated joint stock companies. But it must bo obvious that there are many cases when a capitalist would be willing to invest a fixed amount of money in a given undertaking when it would be entirely impossible to form a joint stock company.

We are not now concerned to defend the principle of partnership with limited liability. We think its expediency and wisdom has been triumphantly established. What we wish to do is to point out the present state of the law on the subject, as we believe that many persons are unaware of its provisions, and retain the old notion that there is no means by which they can assist a business concern with capital without rend -ring the whole of their property liable for the debts of the concern.

Under the heading " Special Partnerships," the Act in question provides that such partnerships may be formed for any business purpose except banking and insurance. Such partnership may consist of "general partners," who shall bo liable jointly and severally as now by law, and " special partners," who may contribute specific sums in money, be-

yond which they shall not be responsible for any debt of the partnership. The business must be managed by the general ,' ' ! .- t i t-i i. partners; duo precautions are taken that ~ '. ... , ~,, . , the public shall be notified who are 1 ■ "general "and who partners. A certificate setting forth full particular.mu?t be declared, filed and advertised, During the continuance of the partner-

ship, none of the subscribed capital may be withdrawn. But subject to those protections for the outside public, there is nothing to prevent Mr Bullion, the eminent capitalist, from putting one of his numerous thousands into that likely concern which, is all ready to be started by his young friends, Messis Ready and Steady, without endangering any more of his colossal fortune, and yet witji the..right of sharing to the. full extent in the prosperity which may attend the new firm of R. and S.

By sections 53 to 58, persons having certain interests in trades or business concerns, are not ipso facto to be liable as partners. These are (1) persons ad vanc-ing-money to any one engaged in trade, at interest varying with the profits ; (2) an agent or servant receiving as remuneration for his services a share in the profits ; (3) the widow or child of a deceased partner receiving a portion of the profits by way of annuity ; (4) the vendor of the goodwill of a business who is still in receipt of a share in the profits as purchase money. But in case of the bankruptcy of a firm, no such lender or annuitant or vendor shall be entitled to recover any sum, either of principal or profits, till the rest of the creditors are paid in full. . '■■.•' ~? ;/