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 PARUTA

510

PAEUTA

partnership (Kent, "Commentaries on American Law", 111. 2S). But since the pursuit of gain is essential to the legal notion of parliiersliii), therefore, a"Voung Men's Christian Associatiuu" (Itliuiiig its object to be "the extension of the kingdom of the Lord Jesus Christ among young men, and the develop- ment of their spiritual life and mental powers", has been held to be not suoh an association as the law deems to be a partnership (Queen against Robson, supra). The title of the association, the partnership or firm name, if not prescribed by express agreement, may be acquired by usage.

The.se expressions "firm" and "partnership" are frequently employed synonymously. Originally, how- ever, the word firm signified "the partners or members of the partnership taken collectively" (Parsons, "A treatise on the Law of partnership", 4th ed., Boston, 1893, 1). In the English Partnership Law of 1890 "partners are called collectively a firm" (Lindley, op. cit., 10); a .u Parsons (op. eit., 2) remarks that "the business world" regards the firm "as a body which has independent rights against its members as well as against strangers". This distinction sanctioned by the law of Louisiana, and also by the law of those European countries whose jurisprudence is based on the Roman Civil Law, has not always been so clearly recognized by the English Courts (ibid, 3; Lindley, op. cit., 127, 128). According to the Common Law, the property, or stock in trade, of the firm is owned by the partners in joint tenancy, but without the right of sur\-ivorship which ownership in joint tenancy usually implies; "and this", remarks Kent, op. cit.. Ill, 30, "according to Lord Coke was part of the law merchant for the advancement and continuance of commerce and trade".

It is of the essence of the contract that each partner shall "engage to bring into the common stock some- thing that is valuable"; but one of the partners may advance funds and another skill (ibid, 24, 25). And tlu^ proportions of their respective interests in the firm property are such as they may have agreed (Parsons, op. cit., 138).

In the coiu-se of the business of the partnership and within its scope, every partner "is virtually both a principal and an agent" (Cox against Hickman, 8 House of Lords cases, 312, 313). As principal, each partner binds himself, and, as agent, binds the part- nership, or more properly, the firm (Parsons, op. cit., 3, Cox against Hickman supra). The firm is bound by a sale which one of the partners may effect of part- nership property, disposition of the property being the object of the partnership (Parsons, op. cit., 134). And so, purchase of property by a partner binds the firm, if the purchase be made "in the course and within the scope of the regular business of the firm" (ibid, 139).

Death of a partner dissolves the firm, unless the partnership agreement provide to the contrary (ibid, 431, 432, note). In the absence of such a provision the surviving partners have, indeed, a right to the pos- session and management of the property and business, "but only for the purpose of selling and closing the same" (ibid., 443).

.Vnd dissolution of a partnership before the lapse of a period agreed upon for its continuance may result from some event other than the death of a partner. The relation being one of mutual and personal confi- dence and of "exuberant trust" (Bell, "Principles of the Law of Scotland" 10th ed., Edinburgh, 1899, sec. 3.58), no partner may introduce, whether voluntarily or involuntarily, a substitute for him.self. On assign- ment by an insolvent partner for benefit of his credi- tors, the a.s.signec becomes entitled to an accounting, but without becoming a partner. .And a like result follows bankruptcy of a partner. (Kent, op. cit., 59). Bankruptcy of the finn works its dissolution, the property vesting in an assignjee or other statutory

ollicial who cannot carry on the business (ib., 58). So, according to the ("cinuiKin Law, marriage of a female partnei (lis,si)l\((l ihr pMrlner.ship, " because her capac- ity to ail ciascs and she becomes subject to the con- trol of her husband" (,ibid, 55).

If at any time dissensions among the partners de- stroy mutual trust and confidence, there seems to be great doubt, at least, whether the discordant partners ought to be compelled to continue in partnership (Par- sons, op. cit., 371, 390, note c).

" The law merchant gave a right for an accounting by the representatives of a deceased partner against the survivor" (Street, "Foundations of legal liabil- ity". New York, 1906, II, 334), and whenever the partnership is to be dissolved and its affairs settled, each partner or his legal representative is entitled to "his distributive share after the partnership accounts are settled and the debts paid " (Parsons, op. cit., 231, 508).

Lindley. The Lam of Partnership (7th ed.. Lonclon, 190.';); Par- sons, .1 Trealise on the Law oj Partnership (4th ed., Boston,

1893). Charle.s W. Sloanb.

Paruta, Paolo, Venetian historian and statesman, b. at Venice, 14 May, 1540; d. there, 6 Dec, 1598. Of a Luccan family, he was devoted from youth to litera- ture and philosophy, also the composition of poetry. He applied himself especially to historj^ and political science, and was at the end of the fifteenth century what Macchiavelli, though in a different way, was at the beginning. He belonged intellectually to the group of recently ennobled men who met at the resi- dence of the Morosini to discuss politics, which party (it may be called the liberal party) came into author- ity in 1582. Previous to this he occupied positions of secondary importance; in 1562 he accompanied the ambassador Michele Suriano to the Court of Maxi- milian II, and acted as official historiographer of the Republic, during which office he delivered the funeral oration for those killed at the battle of Lepanto (1572) ; after the change of government he w as made Savio di TeTTaferma, and became a senator; he was Commis- ario del Cadore (1589), Governor of Brescia (1590-92), ambassador to Rome (1592-95), procurator of St. Mark (1596), next, in dignity after the doge, and Prov- veditorc dclle Forlezze (1597).

His chief works are the "Guerra di Cipro" (1570- 72) and the "Storia Veneziana", a continuation of Bembo's history, embracing the years 1513 to 1551, works composed at the request of the Government, but written with truth and impartiality, showing es- pecially the connexion between the current events of Venice and the general history of P^urope. His "De- spatches" from Rome and the "Rclazione" written at the end of his diplomatic mission reveal his great polit- ical foresight, by his accurateestimateof men and affairs at Rome, and which are equal to those of the great- est Venetian ambassadors. Of hispolitical writings, the " Delia perfezionedella vita politica" in dialogue form, written between 1572 and 1579, has a somewhat didac- tic and academic tone, and treats principally of the relative superiority of the active and contemplative life, a problem he decides in favour of the active life on account of its contributing more to the welfare of the Repubfic. It was supposed, not without reason, to have been written to controvert the ide.as contained in Bellarmine's "De officio principis christiaiii". His "Discorsi politici" were not published till after his death. The first book treats of the greatness and de- cadence of the Romans; the second of modern govern- ments, especially Venice, being really an .iiKilugy for the latter's policy. Though Paruta is an independent thinker, Macchiavelfi's influence is notable. The pol- icy of Italian equilibrium, which a century later de- veloped into that of European equilibrium, was clearly foreseen by him. In his |)olitical views economy is not an important part, and therein he is inferior to his contemporary, the Piedmontese Botero.