Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/58

 § 60.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. IV. Partner- ships: dis- similar from corpo- rations at common law. § 59. Baron Lindley, in his "work on Partnership, quotes many definitions of that term, but prudently refrains from giving one himself, remarking pertinently that " to frame a definition of any legal term which shall be both positively and negatively accurate, is possible only to those who, having legislative authority, can adapt the law to their own definition." * Still, every one has an idea of an ordinary business partnership ; and an ordinary part- nership differs from a corporation at common law chiefly in the following points : first, it is not an artificial person ; sec- ondly, a change of partners dissolves the firm ; thirdly, the partners are personally liable for all the firm debts ; fourthly, they are each other's agents in respect to the firm business; and, fifthly, a partnership requires no special sanction for its existence. § 60. Not all of these points of difference remain to-day. It is no long-er clear that a corporation is a distinct per- Points of n °, , . , T , • , difference son ; and as to the third of these points it may be remaining. ga j ( ^ ^.^ m matl y corporations the members are per- sonally liable, and that in some (limited) partnerships not all tions created with powers sub rnodo, and for a few specified purposes only, and which are properly Quasi-cor- porations. The joint-stock banks in England of modern creation, called into existence by the act of 7 Geo. IV., are considered gun.st-corporations, as that act provides for a continuance of the partnership, notwithstanding a change of partners. In this case the partnership has the corporate at- tribute of succession. And a mining joint-stock association was deemed a guasi-corporatioii, because a suit for a demand against the company might, by virtue of an act of Parlia- ment, be brought against the direct- ors. Here is attached the corporate liability of being sued without the names of each individual partner composing the company. 1 ' Angell and Ames on Corp., § 25, citing Har- rison v. Simmins, 4 M. & W. 510. 38 Again, it is said in the same work at §40: "A trading association may be but a mere partnership; or it may have corporate powers to a small ex- tent and sub niodo; or it may be in- vested with corporate functions to a considerable and yet limited extent; or it may exist with all the incidental functions and peculiar privileges which a grant of unconditional [?] corporate power confers." It would be hard to conceive of anything more conditional than a grant of the most "unconditional" corporate power. See also 2 Kent, Com., 274. Of course, in all these cases of "guasi-corporations," whether pub- lic or private, the real questions are what joint or corporate action can be taken ? and what are the legal re- lations arising? See Liverpool Ins. Co. v. Massachusetts, 10 Wall. 566. 1 Lindley on Part., p. 1.