partners to act for them; the latter having no direct concern in the management of the affairs of the company. (See COMPANIES.) The advantages of partnership are obvious. Many businesses could not be successfully carried on without a larger command of capital than usually belongs to an individual; and most of them require the combination of various species of talent. An individual may have capital sufficient to undertake a particular business; but he may not be thoroughly versed in any of its details, or he may be familiar with certain parts of it and not with others; so that it might be for his advantage to assume one or more individuals as his partners, supposing them to be without capital, provided they possessed the skill and other qualifications required in prosecuting the business. Associations of this sort enable capital and talent to derive all the assistance that each is capable of lending to the other. And as the gains of each partner usually consist of a certain pro- * portion of the total profits made by the company, each has the most powerful motive to exert himself for the benefit of the concern. It is not, indeed, to be denied, that associations of this sort are occasionally productive of mischievous consequences. The public interest requires that the whole partners in a firm should be bound by the acts of any one of their number; so that the folly or fraud of a single partner may entail very serious consequences upon those associated with him. Generally, however, this is not an evil of frequent occurrence; and there can be no question that, both in a private and public point of view, partnerships are highly beneficial. To enter into any thing like a full discussion of the law of partnership would very far exceed our limits. We shall, therefore, merely state a few of those leading principles with respect to it, as to which it is of importance that mercantile men, and the public generally, should be well acquainted. Formation of Partnerships, — The mere consent of the partners, fixed and certified by acts or contracts, is quite sufficient to constitute a private copartnership; so that if two or more merchants, or other persons, join together in trade, or in any sort of business, with a mutual, though it may be unequal, participation in the profit and loss of the concern, they are in every respect to be considered as partners. No particular form of words or proceeding is necessary to constitute a partnership. It may be entered into either by an express written agreement, or by a merely verbal one. The former ought in almost all cases to be preferred. The contract of copartnery should state the parties to it, the business to be carried on, the space of time the partnership is to continue, the capital each is to bring into the business, the proportion in which the profit and loss are to be divided, the manner in which the business is to be conducted, the mode agreed upon for settling accounts at the dissolution of the partnership, together with the special covenants adapted to the circumstances of each particular case. To constitute a partnership, there must be a participation in uncertain profits and losses: and the true criterion to determine, when money is advanced to a trader, whether the individual making the advance is to be looked upon as a partner or not, is to ascertain whether the premium or profit be certain and defined, or casual, indefinite, and depending upon the accidents of trade. In the former case he is a lender merely; in the latter he is a partner. The mere participation in the profits of any business or adventure, without a participation in the losses, constitutes a partnership, so far as to render the individual so participating liable to third parties for the engagements of the concern, though as between the parties themselves it may be no partnership. Thus, if a clerk or other servant stipulate for a share of the profits of any business as a reward for his labour, he becomes responsible to third parties as a partner, and no private arrangement can cancel his liability. If an individual, by his own act or inadvertence, allow himself to appear to the world as a partner, he is precluded from disputing the fact, even though he have no interest in the profits. A partner who withdraws from a firm is liable on account of the remaining partners continuing his name in the firm, though without his consent, unless he take the necessary precautions- (see post)—to show that he has ceased to belong to it. If there be no express stipulation as to the management of partnership property, the majority decide as to the disposition and management of the joint affairs of the firm ; or, if there be but two parties in a firm, one may manage the concern as he thinks fit, provided it be within the rules of good faith, and warranted by the circumstances of the case. The general duty of a partner is to keep in view, at all times, and in all transactions, the interest and welfare of the partnership, by acting honestly and uprightly, and as a prudent man would conduct his own affairs. Liability of Partners as to third Parties.-It may be laid down as a general rule, that partners, whether actual, ostensible, or dormant, are bound by the act of their partner, made in the course of and with reference to the partnership business, and in the regular course of dealing by the firm; and though the general rule of law be, that no one is Jiable upon any contract, except such as are privy to it, yet this is not contravened by the liability of partners, as they are supposed virtually present at and sanctioning the pro ceelings they singly enter into in the course of trade, or as being severally vested with a power enabling them to act at once as principals and as the authorised agents of their copartners. It is for the advantage of partners that they are thus held liable; for the credit of their firm is in consequence greatly enhanced, and facility is given to all their dealings, even when they reside in different parts of the country, or of the world. A due regard to the interest of strangers is at the same time observed; for where an indi. vidual deals with one of several partners, he relies upon the credit of the entire firm, and therefore ought to have his remedy against all the individuals who compose it. Unless, however, the act of one partner relate to and be connected with the partnership trade, and in the course of dealing by the firm, such acting partner only will be bound; for it is only by acting in the course of their particular trade or line of business that an implied authority is delegated by partners to each other; and it is only in such transactions that third parties have a right to rely upon the partnership funds. To bind a partnership, credit must be given to the firm itself, and not to one merely of its partners. One of them may even, in furtherance of the objects of the firm, enter into a contract with some third party; but if such contract be made exclusively and solely upon the credit of the individual partner, it will only bind him, and not the firm. The presumption of the law, however, always is, that a contract with one of the partners in reference to the business of the firm has been entered into upon the credit of the whole; and this presumption is not to be rebutted, except by very clear evidence. partner cannot, as such, except in bankruptcy, bind another by deed. One The authority of a partner is revocable; and it is now fully established that a disclaimer of the authority of the partners in any particular transaction will preclude him from binding his copartners. Even during the subsistence of the partnership, one partner may to a certain degree limit his responsibility; and if there be any particular speculation or bargain proposed, which he disapproves of, he may, by giving distinct notice to those with whom his partners are about to contract that he will not be concerned in it, relieve himself from all consequences. Such notice would rebut his primâ facie liability. The partnership would be suspended quoad this transaction. Thus, if a partner draw, accept, or indorse a bill or note, he will, in all ordinary cases, thereby render the firm liable. But, to use the words of Lord Ellenborough, "it is not essential to a partnership that every partner should have such power; they may stipulate among themselves that it shall not be done; and if a third party, having notice of this, will take such security from one of the partners, he shall not sue the others upon it, in breach of such stipulation, nor in defiance of notice previously given to him by one of them, that he will not be liable for any bill or note signed by the others."(Galway v. Matthew, 10 East, 264.); and so in other cases. However small the share a partner may have in a concern, he is liable for the whole of the debts contracted by the firm; and must seek his remedy in a rateable contribution against his partners. Should one party enter into a smuggling or other illegal transaction on the partnership account, the other partners are liable to the duties and the penalty; and the Crown may proceed against the real delinquent alone, or against all the partners. A bookseller, or newspaper proprietor, is answerable for the acts of his agent or copartner, not only civilly, but also criminally. Dissolution of Partnerships. A partnership may be dissolved by the effluxion or expiration of the time during which it was originally agreed that it should continue. When a copartnership is formed for a single dealing or transaction, the moment that is completed, it is at an end. Partnerships may also be dissolved by death, agreement, bankruptcy, outlawry, &c. A court of equity will interfere to dissolve a partnership, in cases where a partner so misconducts himself as to be injurious to the firm, or to defeat the object for which the partnership was formed; or when a partner becomes insane, or is in such a state of mind as to render him permanently incapable of transacting the peculiar business of the firm; or where a partnership is formed for an impracticable purpose. Indeed, in all cases, where even a partnership may be dissolved without the interference of a court of equity, it may be most prudent, if the dissolution he opposed by one of the partners, to file a bill, praying a dissolution and account, and an injunction against using the partnership name. When a partnership is dissolved by agreement, or one of the partners withdraws from it, public notice of the dissolution must be given in the London Gazette; and a specific intimation of the circumstance must be sent to ALL individuals accustomed to deal with the firm. Where such intimation has not been sent, the individual withdrawing from the firm may be made liable to third parties after he has ceased to have any thing to do with it. A dormant partner, whose name has never been announced, may withdraw from a firm without making the dissolution of partnership publicly known. When the joint debts of the firm are paid, and the property duly distributed among the partners, the dissolution may be said, in a general sense, to be accomplished. If any one of the firm be guilty of a breach of duty in misapplying the effects before the concern is finally wound up, the proper course is to apply to the Court of Chancery to appoint a manager. Within a reasonable time after the death of one partner, the survivors must account to the representatives of the deceased; and if not willing to do so, a court of equity will compel them. In taking partnership accounts at the death of a partner, they must commence with the last stated account; or, if there be none such, with the commencement of the partnership; and they must end with the state of the stock at the time of the partner's death, and the proceeds thereof until it be got in. No notice is necessary to third parties of the death of a partner; the partnership is dissolved, and all liabilities for subsequent acts cease. The surviving parties are to be sued alone for the partnership liabilities and obligations, for which they are liable to the full extent. But they are not liable for the separate debts of the deceased partner, unless, after payment of all the joint debts, they have a surplus of the partnership effects in their hands. Upon a dissolution by death, if the joint effects be insufficient to pay the partnership debts, the separate estate of the deceased partner, if he have any, is liable for the deficiency. The statements now made will, probably, be sufficient to give our readers a tolerably distinct notion of the formation of partnerships; and of the more important rights, duties, liabilities, &c. arising out of such institutions. Those who wish to go deeper into the subject, may consult the treatises of Watson and Montague on the Law of Partnership; Chitty's Commercial Law, vol. iii. pp. 225-269.; Woolrych on Commercial Law, pp. 298-317., &c. PASSENGERS, in commercial navigation, are individuals conveyed for hire from one place to another on board ship. Passage ships are those peculiarly appropriated to the conveyance of passengers. Passage ships are generally placed under certain regulations; and the extent to which emigration is now carried renders it of the utmost importance that these regulations should be carefully compiled. Account of the Number of Emigrants from the U. Kingdom during each of the 18 Years from 1825 to 1842; both inclusive, specifying the Countries for which they sailed, and the Numbers that sailed for each. 8,534 1,835 128,344 115,458 10,037 1,128,077 62,671 Average annual emigration from the U. Kingdom for the 18 years ending with 1842 The following account exhibits the emigration of 1842 more in detail. Return of Emigrants from the different Portions of the United Kingdom in 1842, specifying the Countries for which they sailed, and the Number that sailed for each. 1842 15,573 26,720 1,800 325 44,478 75,417 5,054 326 72,054 14,021 292 33,222 15,786 227 62,207 15,850 1,958 90,743 32,625 2,786 118,592 76,222 Total 504,944 507,638 It is seen from this statement, that in 1842 no fewer than 128,344 voluntary emigrants left the U. Kingdom; and such being the extent to which emigration is carried, the propriety, or rather necessity, of enacting some general regulations, with respect to the conveyance of emigrants to their destination, must be obvious to every one at all acquainted with the subject. The greater number of emigrants are in humble life: few among them know any thing of ships, or of the precautions necessary to insure a safe and comfortable voyage; they are also, for the most part, poor, and exceedingly anxious to economise, so that they seldom hesitate to embark in any ship, however unfit for the conveyance of passengers, or inadequately furnished with provisions, if it be cheap. Unprincipled masters and owners have not been slow to take advantage of this; and in order to prevent the frauds that would otherwise be practised on the unwary, it has been found indispensable to lay down some general regulations as to the number of passengers to be taken on board ships as compared with their tonnage, the quantity of water and provisions as compared with the passengers, &c. But this is no very easy task. If the limitations be too strict, that is, if comparatively few passengers may be carried, or if the stock of provisions to be put on board be either unnecessarily large or expensive, the cost of emigration is proportionally enhanced; and an artificial and serious impediment is thrown in the way of what should be made as easy as possible, consistent with security. But, on the other hand, if too many passengers be allowed, their health is liable to suffer; and should the supply of provisions be inadequate, or the quality bad, the most serious consequences may ensue. The act 6 G. 4. c. 116. obliged too great a quantity of expensive provisions to be put on board, and was in consequence objected to by emigrants as well as shippers. The act 9 G. 4. c. 21. avoided this error; but it was defective, inasmuch as it made no provision with respect to the sufficiency of the ship, the having a surgeon or other properly qualified medical person on board ships carrying a certain number of passengers, and in other particulars. These deficiencies were in part supplied by the act 5 & 6 W. 4. c. 53., and the acts 3 & 4 Vic. c. 21. and 1 & 2 Vic. 113. But the provisions in these acts having been still in several respects inadequate, the statute 5 & 6 Vic. c. 107. has repealed them, and substituted the following regulations in their stead. The 1st clause repeals the acts 5 & 6 Will. 4. c. 53. ; 3 & 4 Vict. c. 21.; and 1 & 2 Vict, c. 113. in part. Limitation of Numbers of Passengers according to Tonnage and Space. - No ship carrying passengers on any voyage from any port or place in the U. Kingdom, or in the islands of Guernsey, Jersey, Alderney, Sark, or Man, to or for any port or place out of Europe, and within the Mediterranean Sea, shall proceed on her voyage with or shall carry more persons on board than in the proportion of 3 persons to every 5 tons of the registered burden of such ship, the master and crew being included in and forming part of such prescribed number, and that no such ship shall, whatever be the tonnage thereof, proceed on her voyage with or carry more passengers on board than in the following proportion to the space occupied by them and appropriated for their use, and unoccupied by stores not being the personal luggage of passengers; (that is to say,) on the lower deck or platform 1 passenger for every 10 clear superficial feet, if such ship is not to pass within the tropics during such voyage, but if such ship is to pass within the tropics during such voyage, then I passenger for every 12 clear superficial feet, if such voyage is computed in manner after mentioned not to exceed 12 weeks, and I passenger for every 15 such clear superficial feet if such voyage is so computed to exceed 12 weeks; and under the poop and on the orlop deck, if any, 1 passenger for every 30 superficial feet in all cases; and that if any ship carrying passengers upon any such voyage as aforesaid shall carry any passengers beyond these proportions, the master of such ship shall, for or in respect of every passenger constituting such excess, be liable, on conviction, to a penalty not exceeding 5. - §2. Construction and Thickness of Lower Deck. No ship shall carry passengers on any such voyage as aforesaid, unless she have lower or hold beams forming part of the permanent structure of the vessel, and also a lower deck or platform, of which the under surface shall be not lower than 3 inches above the bottom of the lower beams, and properly and substantially secured to the same, nor unless such lower deck er platform shall be of not less than 14 inch in thickness. — § 3. Height between Decks. No ship shall carry any passengers upon any such voyage as aforesaid, unless she be of the height of 6 feet at the least between the upper deck and the lower deck or platform before mentioned, nor carry passengers on the orlop deck, if any, unless the height between such orlop deck and the deck immediately above the same be 6 feet at least. - § 4. Sleeping Berths. No ship carrying passengers on any voyage as aforesaid shall have more than 2 tiers of berths; and in no such ship shall the interval between the floor of the berths and the deck or platform beneath them be less than 6 inches; and further, that the berths shall be securely constructed, and that their dimensions shall not be less than 6 feet in length, and 18 inches in width, for each passenger. § 5. Quantities of Provisions and Water to each Passenger. — On board every ship carrying passengers as aforesaid, there shall be issued to the passengers daily a supply of water at the rate of at least 3 quarts for each passenger per day; and there shall also be issued at convenient times, not less than twice a week, a supply of provisions after the rate of 7 lbs. of bread, flour, oatmeal, or rice per week, provided that at least of the supply shall consist of bread or biscuit, and that potatoes may be employed to the extent of the remaining half of the supply; 5 lbs. of potatoes being computed as equal to 1 lb. of the other articles above enumerated; and such issues as aforesaid shall be made throughout the whole voyage, including the time of detention, if any, at any port or place before the end of such voyage; and further, no ship proceeding on any voyage as aforesaid shall be cleared out until there be laden and ou board such quantity of pure water, and of good and wholesome provisions of the requisite kind, as shal be sufficient to allow of the above issues during the period assigned to such voyage under the provision of this act. 46. Further Regulations as to Water. In such ships the water to be laden on board as before required shall be carried in tanks or sweet casks, and none of such casks shall exceed three hundred galions in capacity; and further, when any ship shall be destined to call at a port or place in the course of her voyage for the purpose of filling up her water, a supply of water at the rate before mentioned for every week of the com pated voyage to such port or place of calling shall be deemed to be a compliance with the provisions of this act, subject to the following conditions: 1. That the government emigration agent at ports where there is one, and the collector or comptroller of customs at ports where there is no such agent, signify his approval, in writing, and that the same be carried amongst the papers of the ship, to be delivered to the collector of customs or her Majesty's consul, on reaching her final destination. 2. That an engagement to call at such port or place be inserted in the bond which is herein-after required to be given to the crown by the owner or charterer and master. 3. That if the computed length of voyage to such port or place be not declared in this act, it shall be competent to the government emigration agent, or the collector or comptroller of customs, as the case may be, to fix the same in each case; and 4. That the ship shall have on board, at the time of clearing out, tanks or water casks sufficient for stowing the quantity of water required for the longest portion of the whole voyage. — § 7. Computed Length of different Voyages. The number of weeks deemed to be necessary for the voyage of any such ship, according to her destination, shall be determined by the following rule of computation; viz. : For a voyage to North America, except the west coast thereof, 10 weeks. For a voyage to the West Indies, including under that term the Bahama Islands and British Guiana, 10 weeks. For a voyage to any part of the continent of Central or South America, except the west coast thereof and except British Guiana, 12 weeks. For a voyage to the west coast of Africa, 12 weeks. For a voyage to the Cape of Good Hope or the Falkland Islands, 15 weeks. For a voyage to the Mauritius, 18 weeks. For a voyage to Western Australia, 20 weeks. For a voyage to any other of the Australian colonies, 22 weeks. For a voyage to New Zealand, 24 weeks. - § 8. How Children are to be computed. For the purposes of this act it shall in all cases be computed that 2 children, each being under the age of 14 years, shall be equal to 1 passenger, and that children under the age of 1 year shall not be included in the computation of the number of passengers. — § 9. Government Emigration Agents. Before any such ship shall be cleared out for the voyage, the government emigration agent, at ports where there is such an officer, or in the absence of such agent, and in ports where there is no such agent, the collector or comptroller of customs, shall survey or make some competent person survey the provisions and water required by this act for the consumption of the passengers, and shall ascertain that the same are in a sweet and good condition, and shall also ascertain that over and above the same there is on board an ample supply of water and stores for the victualling of the crew of the ship and other persons (if any) on board. — § 10. Clause 11. directs that the same officers do attend generally to enforcement of the act. Seaworthiness of the Ship may be ascertained by Survey. — If doubts shall arise whether any ship about to proceed with passengers as aforesaid is seaworthy, so as to be fit for her intended voyage, and such doubts shall not be removed to the satisfaction of the collector and comptroller of the customs at the port from which such vessel is to be cleared out, or in case there shall be a government emigration agent at such port, then to the satisfaction of such emigration agent, it shall be lawful for such collector and comptroller, or for such emigration agent (as the case may be), at any time to cause such ship to be surveyed by 2 competent persons, and if these persons report that such ship is not in their opinion seaworthy with reference to such voyage, such ship shall not be cleared out, unless the contents of such report be disproved to the satisfaction of the commissioners of the customs, or of the colonial land and emigration commissioners in those cases in which the report shall have been made at the instance of a government emigration agent, or until such ship shall have been rendered seaworthy. § 12. Sufficient Boats to be carried. No ship shall carry any passengers on any such voyage as aforesaid unless she be provided with good sound boats of suitable size, and properly supplied with all requisites for their use in the following proportion to the registered tonnage of such ship; viz. :- Two boats, if the tonnage of such ship be 150 tons and upwards, but under 250 tons : Three boats, if the tonnage of such ship be 250 tons and upwards: Four boats, if the tonnage of such ship be 500 tons and upwards, and the number of passengers exceed 200: Nor unless one of such boats be a long boat of a size duly proportioned to the tonnage of the ship.- $13. Copies of the Act to be kept on board, and produced if demanded. Two copies of this act shall be kept on board every ship carrying passengers as aforesaid, and for this purpose 2 copies of the same, provided and issued by the authority of the commissioners of the customs, shall be delivered to the master, on demand, by the collector or comptroller of the customs at the port and time of clearance of the ship; and 1 of such copies shall, upon request made at seasonable times to the master of the ship, be produced to any passenger for his perusal. § 14. Regulations as to Medical Practitioner and Medicines. No ship carrying passengers on any voyage as aforesaid to any port or place as aforesaid, except to some port or place in North America, shall, in case the number of such passengers amount to or exceed 100, or in case the estimated length of the voy. age, computed as before mentioned, exceed 12 weeks, and the number of such passengers shall amount to or exceed 50, clear out for such voyage from any port in the U. Kingdom or in the before mentioned islands, unless there be rated upon the ship's company, and be actually serving on board such ship, some person duly authorised by law to practise in this kingdom as a physician, surgeon, or apothecary, and that no such ship shall put to sea or proceed on such voyage unless such medical practitioner be therein, and shali bona fide proceed on such voyage, taking with him a medicine chest, and a proper supply of medicines, instruments, and other things suitable to the intended voyage; and no ship carrying passengers on any voyage from any port or place in the U. Kingdom to or for any port or place out of Europe, not being within the Mediterranean Sea, shall clear out for any such voyage unless there be actually laden and on board such ship medicines, and printed or written directions for the use of the same, and other things necessary for the medical treatment of the passengers on board during such intended voyage, and available for that purpose, nor unless such medicines and other things be adequate in amount and kind to the probable exigencies of any such voyage; and, together with such medicines and other things, shall also be put on board every such ship previously to her clearing out for any such voyage as aforesaid, a certificate under the hands of any 1 or more such medical practitioner, qualified as aforesaid, who shall not have been the seller of the medicines and other things, or any part of them, to the effect that the same have been inspected by him, and are in his judgment adequate to meet any such probable exigencies as aforesaid, and further, that he has no pecuniary interest in the supply of the same. - § 15. Sale of Spirits to Passengers prohibited. In any ship carrying passengers upon any such voyage as aforesaid no spirits or strong waters shall be sold to any passenger during the voyage; and if the master of the ship shall, directly or indirectly, sell or cause to be sold any spirits or strong waters to any passenger during the voyage, he shall be liable to a penalty not exceeding 1007. — § 16. List of Passengers to be delivered before clearing. The master of every ship carrying passengers on any such voyage as aforesaid shall, before clearing out his ship for such voyage from any port or place in the U. Kingdom, sign and deliver, in duplicate, to the collector or to such officer of her Majesty's customs at such port or place as may clear the ship, a list, made out according to the form contained in schedule (A) hereto annexed, of all and every the passengers on board of such ship, specifying, as accurately as may be, all the particulars required in said form, and such collector or other officer shall thereupon countersign and return to the said master one of such duplicate lists; and the said master shall exhibit such duplicate list, with the additions, if any, to be made thereto, as herein directed, to the collector or other chief officer of her Majesty's customs at any port or place in her Majesty's possessions, or to her |