[1] A. Nature. In Spanish law, the contract of association; also the association itself,98 in which latter sense it includes both the partnerships and corporations of the Anglo-American law. The Spanish code of commerce contains extensive provisions regarding compañías mercantiles which are defined as including all those of whatever class organized under an agreement between two or more persons to contribute to a common fund for gain, property, services, etc." Subject to restrictions as to time and mode1 members are entitled to inspect the books and papers and examine into the condition of the concern.2 99 88. State v. Jacobi, 52 Oh. St. 66, | dis. op.). 76, 39 NE 317. 89. American Sulphite Pulp Co. v. De Grasse Paper Co., 151 Fed. 47, 58 (where in an application for a patent if found the phrase "compacted as it is by laying on with a trowel"). 90. See Compact ante p 217. 91. See Compact ante p 217. 92. Century D. [quot Sherrill v. O'Brien, 188 N. Y. 185, 228, 81 NE 124, 117 AmSR 841 (per Warner, J., dis. op.)]. 93. Century D. [quot Sherrill v. O'Brien, 188 N. Y. 185, 228, 81 NE 124, 117 AmSR 841 (per Warner, J., dis. op.)]. 94. Century D. [quot Sherrill v. O'Brien, 188 N. Y. 185, 228, 81 NE 124, 117 AmSR 841 (per Warner, J., dis. op.)]. [a] As applied to territory and referring to density of population."Close union of territory does not depend upon any particular shape. In the physical world the most compact body is the complete sphere in which the center is at the same distance from every part of the surface. Next in order of compactness, perhaps, would be the perfect square, and then the parallelogram. For obvious reasons these arbitrary symbols cannot be applied to the demarkation of lands into political divisions. The rarity with which they are even is shown by every approximated geographical map ever made. Compactness as applied to one situation may have a clear meaning that would be wholly inapplicable to a different situation. It may be one thing as applied to the Adirondack region and quite another as to tenement-house district in New York city. I think it may also be fairly argued that the term 'compact' as used in our Constitution [New York] has reference not merely to territorial compression, but to density of population and such considerations as convenience of access and unity of interest, as well as those constitutional limitations inhibiting the division of certain city blocks and enjoining the placing of others so as to produce the most approximate equality of population." Sherrill V. O'Brien, 188 N. Y. 185, 229, 81 NE 124, 117 AmSR 841 (per Werner, J., a [4] b. Management. Unless otherwise provided, all the members may participate in the management of the concern and direct its business by general agreement. But one or more members may be specially intrusted with the management. [5] c. Rights and Liabilities of Members. AIthough the company agreement fixes the concern's line of business, a member may ordinarily engage in any other. In the absence of provisions to the contrary profits are distributed pro rata according to the member's interest, each socio industrial receiving the same dividend as the smallest socio capitalista. Losses are apportioned in the same ratio but, in the absence of a special agreement, among socios capitalistas only.10 A member may not, without the other's consent, transfer his interest to 95. Escriche Diccionario. 96. Partidas IV tit VII leyes 1, 2; Conc. Trident. sess 24; De Reform. Matr. cap. 2; Decret. lib IV tit II, De Cognat. spirit. 97. See Compadrazgo ante this page. Escriche Diccionario. 98. 99. Com. Code art 116 et seq. In the Philippines these provisions have been superseded largely by the corporation law. Act 1459. Those contributing services are known as socios industriales (industrial members); those contributing property or money are called socios capitalistas (capitalist members). See Com. Code art 138. The company agreement is the governing instrument (Com. Code art 120), and binds the members in so far as its provisions are not unlawful (Com. Code art 117). Despite irregularity in form (Sentence Supr. Trib. Nov. 10, 1890, Jur. Civ.) or in organizing the concern (Sentence Supr. Trib. Jan. 10, 1882, Jur. Civ.), all understandings between the members must_appear in said agreement (Com. Code art 119). Amendments of the agreement cannot prejudice existing employees. Sentence Supr. Trib. Dec. 31, 1889, 66 Jur. Civ. 707. The agreement and its amendments must be recorded. Com. Code arts 17, 119, Mutual fire insurance com120, 145. panies, tontine life associations, and other similar concerns are subject to the provisions of the code of commerce only when engaged in commercial transactions. Com. Code art 124. 1. Com. Code arts 150, 158. to bind the concern, render him alone liable, civilly or criminally, and do not bind the concern. Com. Code arts 128, 134; Sentence Supr. Trib. Jan. 30, 1873, 27 Jur. Civ. 291. All property of the concern is liable primarily for its debts (Sentence Supr. Trib. Jan. 8, 1881, 45 Jur. Civ. 10), and must be exhausted before resorting to that of the members (Sentence Supr. Trib. Dec. 17, 1873. 28 Jur. Civ. 688). The use of company funds or signature for the private business of a member effects a dissolution, as to him, of the contract of association and the profits inure to the concern's benefit. Com. Code art 135. The diversion by a member of a larger share of common funds than has been assigned him for personal expenses renders him liable to restore it. Com. Code art 139. As against the concern, creditors of a member may subject only his portion of profits or liquidated capital. Com. Code art 174. ex 6. Com. Code art 129. In the absence of a specific assignment of duties to particular ones the management is regarded as joint. Sentence Supr. Trib. Nov. 18, 1889, 66 Jur. Civ. 436. Any member may proceed for the benefit of all to enforce a company claim. Sentence Supr. Trib. Sept. 23, 1867, 16 Jur. Civ. 160. 7. Com. Code arts 130-132. A liability contracted the against pressed wish of a managing member, while unauthorized, is not void and may be enforced without prejudice to the contracting member's liability to the concern. Com. Code art 130. Should a managing member abuse his power, the others may appoint a comanager or seek a judicial dissolution of the concern. Com. Code art 132. The 3. Com. Code art 122. See infra §§ 3-8. 4. Com. Code arts 125-144. company agreement must recite the names and domiciles of the members and managers, the latter's expense allowance, the capital contributed by each and its value, the duration of the concern and its name which must include that of at least one member, the undesignated ones being represented by the words "y compania." Com. Code art 126. 5. Com. Code art 127. Acts and contracts, executed by a member in his own name or without authority 8. Com. Code art 137. If not so fixed he must have the consent of his fellow members which, however, cannot be refused unless prejudicial. Com. Code art 136. [a] Socios industriales (members contributing services) are forbidden to engage in business, without express permission, on penalty of expulsion and forfeiture of profits. Com. Code art 138. *By CHARLES SUMNER LOBINGIER, Ph. D., LL. M.; Judge of the United States Court for China; Professorial Lecturer in Law, University of the Philippines. Sometime Judge of the Court of First Instance Philippines: Member Nebraska Supreme Court Commission; Professor of Law in the University of Nebraska. Author of "The People's Law" (the MacMillan Co. 1909), "Philippine Practice" (1907), "The Evolution of the Civil Law" (1915), "Territories" 38 Cyc 191, and other articles in legal encyclopedias. another nor substitute another in his place for the discharge of a duty to the concern.1 11 [§ 6] 3. Compañías en Comandita form a second class which have been described as "limited partnerships.'' 12 But they are "limited" only as to special members (socios comanditarios) whose liability is measured by their contributions to the company funds.13 Ordinary members (socios colectivos) have the same rights and liabilities as members of compañías colectivas.14 The trade-name of the concern must include the names of at least one15 of its ordinary members, but none of the special ones.16 Where the concern has been dissolved without debts each member may withdraw his portion.17 [7] 4. Compañías Anonimas-a. In General. These constitute the remaining class and have been compared1s to the corporations of Anglo-American law. The liability of their members, like that of the special members of the second class, is limited to the share or contribution of each.1 The managers are chosen as prescribed by the governing instruments20 and are the agents of the concern." Funds invested by foreigners in compañías anonimas are inviolable in war.22 19 21 [8] b. Stock. The company capital, consisting of stock and accrued profits, is liable for obligations duly incurred.28 The concern may purchase its own shares with profits, but only for the pur must be reimbursed for expenses and losses resulting directly and immediately from the transaction of business for the concern; but not for those occurring independently, accidentally, or as a result of negligence. Com. Code art 142. On the other hand, a member must, if requested by the others, indemnify the concern for damages caused by his malice, negligence, or abuse of power; and this without involving its ratification. Com. Code art 144. 11. Com. Code art 143. 12. re Com. Code (Govt. Translation, Washington, 1899) p 45. The citals of the company agreement must correspond to those of compañías colectivas. Com. Code art 145. Compare supra note 2. 13. Com. Code art 148. If, however, a special member permits his name to be included in that of the firm, he losses this immunity and becomes liable as an ordinary member. Com. Code art 147. A special member can take no part in firm management, even as the special agent of a managing member (Com. Code art 148), nor inspect the concern's administration except as permitted by the articles although he is entitled to the annual balance sheet (Com. Code art 150). 14. Com. Code arts 148, 149; Sentence Supr. Trib. April 18, 1868, 17 Jur. Civ. 344. 15. If not all are used, the words "y compania" (and company) must be added, and in all cases the phrase "sociedad en comandita." Com. Code art 146. 16. Com. Code art 147. 17. Sentence Supr. Trib. Jan. 25, 1868, 17 Jur. Civ. 92. 18. Com. Code (Govt. Translation, Washington, 1899) p 46. The company agreement must contain, in addition to the recitals required for compañías colectivas, (see supra note 2), the number of shares into which the capital stock is divided, the time for paying up unsubscribed shares, and the mode of assessment, the business in which the capital is to be employed, rules governing company meeting and the adoption of resolutions. Com. Code art 151. Resolutions must not infringe the company agreement, which is construed strictly. Sentence Supr. Trib. June 30, 1888, Jur. Civ. Compare Sentence Supr. Trib. Nov. 30, 1871, 24 Jur. Civ. 672. able to order32 or to bearer.3 New shares cannot be issued until the preceding series has been paid up. 34 36 .35 [9] C. Dissolution. This results as to compañías of any class from the expiration of the time fixed,3 or the completion of its purpose, or the entire loss of its capital, or bankruptcy.37 Compañías of the first and second class are dissolved 38 by the death39 or failure of an ordinary member, the insanity or other disability of a manager, or on the bona fide request of a member.40 The partial rescission of the agreement of such compañías takes place when a member uses firm capital or name in private business, engages in unauthorized business, defrauds the company, unwarrantably interferes in its management, defaults in his subscription, or other terms of the agreement."1 19. Com. Code art 153. The members are not entitled to inspect the company administration except as authorized by its governing instruments. Coni. Code art 158. 20. Com. Code art 155. 21. Com. Code art 156. The concern must be notified, through the managers, of actions and claims against it. Sentence Supr. Trib. May 23, 1883. Jur. Civ. The managers are liable (pro rata if they act jointly) for losses incurred while not observing the governing instruments or instructions. Com. Code art 156. 22. Com. Code art 169. 23. Com. Code art 154. Hence it cannot be applied on personal obligations of members. Sentence Supr. Trib. July 12, 1883, 52 Jur. Civ. 467. A detailed balance of the business must be published monthly. Com. Code art 157. 24. Com. Code art 166, providing also for amortization when the capital is reduced according to law. 25. Com. Code art 167. 26. Com. Code arts 126, 147. 27. Com. Code art 168. This can be done at an ordinary meeting only if duly specified in the call. Com. Code art 168. [a] The by-laws must fix the number of members (not less than three fourths) to be present, and the amount of capital (not less than two thirds) to be represented at such meeting. Com. Code art 168. [b] If capital after reduction will exceed three fourths of the company's debts and obligations, it may take place at once; otherwise, unless the creditors consent, such obligations must first be met. Com. Code art 168. 28. Com. Code art 170. When the subscription is payable in property it may be appraised, in the absence of a provision therefor in the company agreement, according to current prices (subsequent changes being in the concern's favor) by mutually chosen experts who, in case of disagreement, shall select by lot a third from among the highest taxpayers. Com. Code art 172. Compare Civ. Proc. L. art 2117. 29. The delinquent subscriber is liable also for interest and damages. Com. Code art 171. The subscriber to shares payable to bearer and each assignee thereof are jointly liable for the unpaid portion; but an action to enforce such liability is ex 41 haustive unless defendants are proved insolvent. Com. Code art 164. 30. Com. Code arts 170, 218 (4). Holders of shares payable to bearer are liable only for their unpaid portion; should they not be ascertainable the certificates may be called in and duplicates issued. Com. Code art 164. 31. Com. Code art 160. Certificates must show whether the shares are paid up or, if not, how much has been paid. Com. Code art 164. 32. Com. Code art 161. These must be recorded in a special book in which transfers must also be entered. Com. Code art 162. All shares shall be payable to order until fifty per cent of their par value has been paid in; thereafter they may by resoiution be converted into shares payable to bearer. Com. Code art 164. 33. Com. Code art 161. These must be numbered and recorded in stub books. Com. Code art 163. 34. Com. Code art 156, providing also that any agreement to the contrary shall be void. 35. Com. Code art 221. 36. There is no implied extension of this period; a new company agreement is necessary. Com. Code art 223. 37. Dissolution for any but the first of these causes affects third parties only when recorded. Com. Code art 226: Sentence Supr. Trib. March 23, 1885, 57 Jur. Civ. 444. 38. Com. Code art 222. 39. Unless there is a company or private agreement for continuance. Com. Code art 222. 40. Com, Code art 224, providing that bad faith, preventing dissolution, shall be implied from the derivation of private profit from the dissolution. In any case pending transactions must be concluded. Com. Code art 225. And the retiring member is liable for damages caused by precipitous retirement. Sentence Supr. Trib. May 8, 1861, 6 Jur. Civ. 335. Employees are entitled to salary until notified of dissolution. Sentence Supr. Trib. March 23, 1885, 57 Jur. Civ. 444. 41. Com. Code art 218. The delinquent member is excluded from the concern and its profits but, until pending transactions are concluded, is liable for his proportion of losses and company obligations and forfeits payments to the capital. Com. Code arts 219, 220. 43 Liquidation, when declared, limits the powers12 of the managers in collecting debts and completing pending obligations without incurring new ones. Managers of compañías of the first and second class continue in charge of their liquidation" unless objection is offered, in which case a general meeting should be called to select liquidators and prescribe their course." The liquidators must prepare and submit to the members within twenty days an inventory of the concern's property and a balance sheet. The liquidators cannot, without express authority, transact business or make compromises, but are liable for losses by their fraud or negligence." 48 45 46 49 Distribution of the common funds occurs at the close of the liquidation according to the scheme of the liquidators, unless one should be adopted by a general meeting which any member may demand." The assets of the concern must be exhausted before the private property of members may be seized for its debts.5 50 Sentence Supr. Trib. Oct. 3, 1894, 76 Jur. Civ. 126. 45. Com. Code art 229. 46. The penalty for failure is reCom. Code art 230. moval. 47. The process must be repeated monthly. Com. Code art 230. Com. Code art 231. 48. 49. Com. Code art 232; Sentence Supr. Trib. Febr. 12, 1889, Jur. Civ. A member dissatisfied with the scheme must resort to legal proceedings. Com. Code art 233. If the person interested is a minor or incapacitated his guardian's acts therein are final. Com. Code art 234. Before distribution all debts must be discharged. Com. Code art 235. And advancements to members deducted. Com. Code art 236. 50. Com. Code art 237. 51 COMPANIES CLAUSES CONSOLIDATION ACT. An English statute,57 passed in 1845, which consolidated the clauses of previous laws still remaining in force on the subject of public companies.58 COMPANIONS. In French law, a general term, comprehending all persons who compose the crew of a ship or vessel.59 COMPANY.60 The word is one of varied and very comprehensive signification, and, standing alone, conveys no very definite idea.61 While frequently used to denote an incorporated association,62 it does not necessarily involve that idea, either in common speech or at law." When applied to persons engaged in trade, the term denotes association of a number of individuals for the purpose of carrying on a legitimate business;64 an association of persons for the purpose of carrying constitution and management of the companies, and to secure greater uniformity in such provisions.' Black L. D. " 59. Black L. D. [cit Pothier Mar. Contr. No. 163]. See also Seamen [35 Cyc 1176]. 60. Company: Association see Associations §§ 1-4. Cemetery company see Cemeteries § 5 et seq. Corporation see Corporations [10 Foreign corporation see Foreign Cor- Joint stock company see Joint Stock 455 (where the court said: "Colloquially used, 'company' imports 'corporation,' but does it necessarily involve law?"); that meaning in Keystone Pub. Co. v. Hill-Dryer Co., 55 Misc. 625, 627, 105 NYS 894; Bradley Fertilizer Co. v. South Pub. Co., 4 Misc. 172, 176, 23 NYS 275; J. P. Duffy Co. v. Todebush, 139 NYS 112, 114; Asbury v. Albemarle, 162 N. C. 247, 251, 78 SE 146, 44 LRANS 1189; Efland v. Southern R. Co., 146 N. C. 135, 142, 59 SE 355; Com. v. Reinoehl, 163 Pa. 287, 291, 29 A 896, 25 LRA 247; Taylor v. Coon, 79 Wis. 76, 83, 48 NW 123; Smith v. Janesville, 52 Wis. 680, 682, 9 NW 789; Reg. v. Whitmarsh, 14 Q. B. 803, 809, 68 ECL 803, 117 Reprint 309; Metcalfe v. Bruin, 2 Campb. 422, 424; Bright v. Hutton, 3 H. L. Cas. 341, 365, 10 Reprint 133. 63. Militia [27 51. Com. Code arts 175, 176. They Partnership see Partnership [30 Cyc cluded); State v. Mead, 27 Vt. 722, may issue obligations, to order or bearer, for a fixed period and rate of interest, for an amount equal to their investments, and covered by securities on hand. Com. Code art 176. 52. Com. Code arts 177-183. They may issue notes payable to bearer but these are not legal tender. Com. Code art 178. Nor can they, together with deposits and current accounts, exceed the amount of the cash reserve and securities realizable within ninety days. Com. Code art 182. The cash reserve must equal one fourth of said amount. Com. Code art 180. 53. Com. Code arts 199-211. They are empowered to loan on real estate and to issue mortgage bonds and certificates (Com. Code art 199) and to receive deposits (Com. Code art_210). 54. Com. Code arts 212-217. These may loan cash or kind on agricultural products and other chattels. Com. Code art 212. 55. Com, Code arts 184-192. They may issue bonds payable to order or bearer unrestrictedly. Com. Code arts 185, 187. 56. Com. Code arts 193-198. They are liable for deposits. Com. Code art 198. And their receipts are negotiable. Com. Code art 194. 57. St. 8 Vict. c 16. [a] Purpose.-"It is considered as incorporated into all subsequent acts authorizing the execution of undertakings of a public nature by companies, unless expressly excepted by such later acts. Its purpose is declared by the preamble to be to avoid repeating provisions as to the Mills v. State, 23 Tex. 295, 62. Owen v. Shepard, 59 Fed. 746, 749, 8 CCA 244; Singer Mfg. Co. v. Wright, 33 Fed. 121, 127; Van Horne v. State, 5 Ark. 349, 352; Moran v. Ross, 79 Cal. 159, 163, 21 P 547; Dutton Phosphate Co. v. Priest, 67 Fla. 370, 376, 65 S 282; Alsobrook v. State, 126 Ga. 100, 102, 54 SE 805; Perkins Co. v. Shewmake, 119 Ga. 617, 46 SE 832; Holcomb v. Cable Co., 119 Ga. 466, 46 SE 671; Mattox v. State, 115 Ga. 212, 220, 41 SE 709; Charles v. Valdosta Fdy., etc., Co., 4 Ga. A. 733, 735, 62 SE 493; Ager v. State, 2 Ga. A. 158. 58 SE 374 (where it was held that the name "Americus Furniture & Undertaking Company," indicates a corporation, and that an allegation in a criminal accusation that the company is a corporation is surplusage and need not be proved); Goddard v. Chicago, etc., R. Co., 202 Ill. 362, 369, 66 NE 1066; Chicago Dock, etc., Co. v. Garrity, 115 Ill. 155, 164, 3 NE 448; Perry County v. Jefferson County, 94 III. 214; St. Louis, etc., R. Co. v. Illinois Inst., 43 Ill. 303, 305; Lewis v. Maysville, etc., R. Co., 76 SW 526, 527, 25 KyL 948; Broome v. Galena, etc., Packet Co., 9 Minn. 239; State v. Stone, 118 Mo. 388, 397, 24 SW 164, 40 AmSR 388, 25 LRA 243; State Bd. Assessors v. Central R. Co., 48 N. J. L. 146, 312, 4 A 578; Matter of American Cigar Lighter Co., 77 Misc. 643, 645, 138 Kansas City v. Vineyard, 128 Mo. 75, 81, 30 SW 326 (holding that a municipal corporation is not in724 (where it was held that the term "railroad company" is not equivalent to "railroad corporation," as it may mean either a corporation or a voluntary association, hence an indictment for obstructing an engine of a certain railroad company is insufficient under a statute declaring the wilful obstruction of the engines of a railroad corporation a misdemeanor); and infra text and notes 64-71. 64. Bouvier L. D. [quot Bradley Fertilizer Co. v. South Pub. Co., 4 Misc. 172, 176, 23 NYS 675]; Lowther v. Bridgeman, 57 W. Va. 306, 309, 50 SE 410 [cit Cyc]. [a] As synonymous with "association."-Owen v. Shepard, 59 Fed. 746, 749, 8 CCA 244; Singer Mfg. Co. v. Wright, 33 Fed. 121, 127; Moran v. Ross, 79 Cal. 159, 163, 21 P 547; Dutton Phosphate Co. v. Priest, 67 Fla. 370, 376, 65 S 282; State v. Jacksonville Terminal Co., 41 Fla. 363, 27 S 221, 237; Pittsburg, etc., R. Co. v. Chappell, 183 Ind. 141, 144, 106 NE 403; Loudon V. Modern Brotherhood of America, 107 Minn. 12, 119 NW 425, 426; State v. Alley, 96 Miss. 720, 761, 51 S 467; Gillig v. The Independent, etc., Min. Co., 1 Nev. 247, 249; State Bd. Assessors v. Central R. Co., 48 N. J. L. 146, 312, 4 A 578; Leader Printing Co. v. Lowry, 9 Okl. 89, 103, 59 P 242; Mills v. State, 23 Tex. 295, 303; State v. Mead, 27 Vt. 722, 724; Bright v. Hutton, 3 H. L. Cas. 341, 365, 10 Reprint 133. See also Lee Mut. F. Ins. Co. v. State, 60 Miss. 395, 398 (holding that, where a fire insurance association was indicted for exer 71 68 69 .70 66 on some enterprise or business;65 an association of [b] As including joint stock company-It has been held that a joint stock company may be included within the meaning of the term "company" as used in a statute providing for a specific tax upon "every sewing-machine company selling or dealing in sewing-machines, by itself or its agents, in this state, [Georgia]." Singer Mfg. Co. v. Wright, 33 Fed. 121. See also Joint Stock Companies [23 Cyc 466]. [c] "Club" distinguished.-It has been held that a club is not a company within the meaning of the Joint Stock-Companies' Winding Up Acts. Matter of St. James' Club, 2 DeG. M. & G. 383, 389, 51 EngCh 300, 42 Reprint 920. [d] "State" distinguished.-Within the meaning of a state constitution prohibiting giving or lending of the credit of counties or municipalites, in aid of any person unless authorized by the electors, it has been held that the state is not a "company, association, or corporation." Ransom v. Rutherford County, 123 Tenn. 1. 35, 130 SW 1057, AnnCas1912B 1356. 65. Webster D. [quot Georgia Co-op. Fire Assoc. v. Borchardt, 123 Ga. 181, 186, 51 SE 429, 432, 3 Ann Cas 472]. 66. Davis v. Chesapeake, etc. R. Co., 70 SW 857, 862, 24 KyL 1125. 67. Clark v. Jones, 87 Ala. 474, 481, 6 S 362. 68. Smith v. Janesville, 52 Wis. 680, 682, 9 NW 789. 69. Webster D. [quot Palmer v. Pinkham, 33 Me. 32, 36; Kansas City v. Vineyard, 128 Mo. 75, 81, 30 SW 326; Lowther v. Bridgeman, 57 W. Va. 306, 309, 50 SE 410 (cit Cyc)]. 70. Webster D. [quot Kansas City v. Vineyard, 128 Mo. 75, 81, 30 SW 326]; Palmer v. Pinkham, 33 Me. 32, 36; Lowther v. Bridgeman, 57 W. Va. 306, 309, 50 SE 410 [cit Cyc]. 71. Lee Mut. F. Ins. Co. v. State, 60 Miss. 395, 398. 72. Mills v. State, 23 Tex. 295, 303. 73. McCulloch Com. D. [quot Mills v. State, 23 Tex. 295, 303]; Webster D. [quot Kansas City v. Vineyard, 128 Mo. 75, 81, 30 SW 326]. 74. Mills v. State, 23 Tex. 295, 303. 75. Imperial D. [quot Bradley Fertilizer Co. v. South Pub. Co., 4 Misc. 172, 176, 23 NYS 675]; McCulloch Com. D. [quot Mills v. State, 23 Tex. 295, 303]. 78 76 means of agents, acting under the orders of a board of directors, although the term applies as well to persons acting together for the prosecution of small enterprises. When, however, there are only a few individuals associated it is most commonly called a copartnery,75 and is applicable alike to private partnerships, or incorporated bodies of men;" hence it may signify a firm,78 house,79 or partnership.80 Sometimes the word is used to represent those members of a partnership whose names do not appear in the name of the firm.81 As used in statutes, the term has been judicially construed many times in this country, and individuals may be included within its meaning,82 such as an tended to draw between a company or association and an ordinary partnership is this: An ordinary partnership is a partnership composed of definite individuals bound together by contract between themselves to continue combined for some joint object, either during pleasure or dur composed of the persons originally entering into the contract with one another. A company or association (which I take to be synonymous terms) is the result of an arrangement by which parties intend to form a partnership which is constantly changing, a partnership today consisting of certain members and tomorrow consisting of some only of those members along with others who have come in, so that there will be a constant shifting of the partnership, a determination of the old and a creation of a new partnership, and with the intention that, so far as the partners can by agreement between themselves bring about such a result, the new partnership shall succeed to the assets and liabilities of the old partnership." Smith v. Anderson, 15 Ch. D. 247, 273. 735; Pittsburg, etc., R. Co. v. Chap- a [a] "Partnership" distinguished.— (1) The main distinction between ordinary partnerships for business purposes and company partnerships is, that in ordinary partnerships the whole property of each partner is liable for the debts of the partnership, whereas in company partnerships the liability of the partners is limited either by the charter, by statute, or by memorandum of association. Wharton L. Lex. (2) "This term is not synonymous with partnership, though every such unincorporated company is a partnership. When these companies are authorized by the government, they are known by the name of cor76. Imperial D. [quot Bradley poration." Bouvier L. D. [quot Fertilizer Co. v. South Pub. Co., 4 Bradley Fertilizer Co. v. South Pub. Misc. 172, 176, 23 NYS 675]; Webster Co., 4 Misc. 172, 176, 23 NYS 675]. D. [quot Kansas City v. Vineyard, (3) In referring to the phrase "com128 Mo. 75, 81, 30 SW 326]; Moran pany, association, or partnership," in v. Ross, 79 Cal. 159, 164, 21 P 547; section 4 English Companies' Act Atlantic Coast Line R. Co. v. State, 1862, 25 & 26 Vict. c 89, the court 135 Ga. 545, 554, 69 SE 725, 32 LRA said: "I believe that according to NS 20 [cit Cyc]; Smith v. Columbia the vernacular we use on these subJewelry Co., 114 Ga. 698, 40 SEjects the difference which the Act in [b] A "trading or other public company" does not include a partnership. In re Griffith, 12 Ch. D. 655, 663. D. 77. Imperial [quot Bradley Fertilizer Co. v. South Pub. Co., 4 Misc. 172, 176, 23 NYS 675]; Webster D. [quot Kansas City v. Vineyard, 128 Mo. 75, 81, 30 SW 326]; Lowther v. Bridgeman, 57 W. Va. 306, 309, 50 SE 410 [cit Cyc]. 78. Webster D. [quot Kansas City v. Vineyard, 128 Mo. 75, 81, 30 SW 326]; Singer Mfg. Co. v. Wright, 33 Fed. 121, 127; Atlantic Coast Line R. Co. v. State, 135 Ga. 545, 554, 69 SE 725, 32 LRANS 20 [cit Cyc]; Lawrenceville Bank v. Rockmore, 129 Ga. 582, 585, 59 SE 291. 79. Webster D. [quot Kansas City v. Vineyard, 128 Mo. 75, 81, 30 SW 326]. 80. See supra text and note 76. 81. 97]. 82. Black L. D. [cit 12 Toullier Singer Mfg. Co. v. Wright, 33 Fed. 121, 127; Moran v. Ross, 79 Cal. 159, 164, 21 P 547; State v. Jacksonville Terminal Co., 41 Fla. 363, 375, 27 S 221; Atlantic Coast Line R. Co. v. State, 135 Ga. 545, 554, 69 SE 725, 32 LRANS 20 [cit Cyc]; Singer Mfg. Co. v. Wright, 97 Ga. 114, 120, 25 SE 249, 35 LRA 497; State v. Stone, 118 Mo. 388, 397, 24 SW 164, 40 AmSR 388, 25 LRA 243; State Bd. Assessors v. Central R. Co., 48 N. J. L. 146, 312, 4 A 578; Keyport, etc., Steamboat Co. v. Farmers' Transp. Co., 18 N. J. Eq. 13, 18; Keystone Pub. Co. v. Hill-Dryer Co., 55 Misc. 625, 627, 105 NYS 894; Asbury v. Albemarle, 162 N. C. 247, 251, 78 SE 146, 44 LRANS 1189; Lowther v. Bridgeman, 57 W. Va. 306, 309, 50 SE 410 [cit Cyc]. See also Chicago Dock, etc., Co. v. Garrity, 115 Ill. 155, 164, 3 NE 448 (holding that the word "company" as used in a statute providing that "the city council or board of trustees shall have no power to The term also denotes the state of being one with another;8 .86 fellowship; friendly companionship.88 87 Scrip company. A company belonging to the class of unincorporated companies in which the members simply hold scrip certificates, transferable by delivery.89 Ship's company. The mariners having a voice, in times of peril, in consultations, and being under obligations to service, exposure, and obedience.20 COMPANY FUEL CARS.91 Cars belonging to a railroad company and used by it when necessary for the movement of coal from the mines on its own line, and which coal had been bought by the carrier and used solely for its own fuel purposes.92 COMPANY'S PAPER. Any and all obligations for the payment of money made by the corporation for its use and benefit." 93 COMPARACION. In Spanish law, comparison; used especially of the test of handwriting by experts which consists in comparing a disputed signature with one admittedly genuine.94 COMPARATIO LITERARUM. In the civil law, comparison of writings, or handwritings;95 a mode of proof allowed in certain cases. 96 COMPARATIVE. Proceeding by the method of comparison;97 founded on comparison; 98 estimated by comparison.99 That method of in Comparative interpretation. grant the use of, or the right to lay [a] As meaning the funds of a company. In construing an insurance policy so as to give effect to a certain provision contained therein, the court said: "I think we can do this by construing the term 'Company' to denote the funds of the Company, which alone are to pay, or by holding that it means not the whole body collectively, SO as to make the whole body joint contractors, but each individual of the Company, so as to make each of them to contract to bear the loss in the same proportion as his share bears to the total capital, in the nature of a separate underwriter." Hallett v. Dowdall. 18 Q. B. 2, 91, 83 ECL 2, 118 Reprint 1. 83. Moran v. Ross, 79 Cal. 159, 164, 21 P 547; Brown v. McCaul, 6 S. D. 16, 20, 60 NW 151. 84. Moran v. Ross, 79 Cal. 159, 164, 21 P 547.' 85. Moran v. Ross, 79 Cal. 159, 164, 21 P 547. 86. Standard D. [a] Keep company.Where an annuity was granted with a provision that it should cease if the annuitant should "associate, continue to keep company with, or cohabit, or criminally correspond" with a certain person, it was held that the condition was broken by receiving his visits whenever he chose to call. Dormer v. Knight, 1 Taunt. 417, 127 Reprint 895. 87. 88. Standard D. 89. Rapalje & L. L. D. [cit Lindley Partn. 128, 195]. 90. U. S. v. Libby, 26 F. Cas. No. 15.597, 1 Woodb. & M. 221, 231 (where the court held that a mere passenger is not to be considered one of the "crew or ship's company" within the meaning of a statute forbidding the trading in slaves and providing a penalty therefor). See also The Tokai Maru, 190 Fed. 450, 111 CCA 282 (where it was held that the offi terpretation which seeks to arrive at the meaning of a statute or other writing by comparing its several parts and also by comparing it as a whole with other like doctrines proceeding from the same source and referring to the same general subject.1 Comparative jurisprudence. The study of the principles of legal science by the comparison of various systems of law." Comparative negligence. That doctrine in the law of negligence by which the negligence of the parties is compared, in the degrees of "slight," "ordinary," and "gross" negligence, and a recovery permitted, notwithstanding the contributory negligence of the plaintiff, when the negligence of the plaintiff is slight and the negligence of the defendant gross, but refused when the plaintiff has been guilty of a want of ordinary care, thereby contributing to his injury, or when the negligence of the defendant is not gross, but only ordinary or slight, when compared, under the circumstances of the case, with the contributory negligence of the plaintiff.3 COMPARECENCIA. 4 In Spanish law, appear ance, which can be made only in the prescribed form.5 Those only may appear in a cause who are in the full exercise of their civil rights. Formal appearance in a cause is regularly by a procurador duly authorized to practice in the court and with authority sufficiently authenticated by a letrado.' cers and crew of a vessel composed | shippers or consumers, and used for entirely of aliens may be considered the benefit of their owners in cona "company" within the meaning of veying coal from the mines to desigthe word as used in a statute making nated points of delivery; 4, foreign it unlawful for aliens or any "com- railway fuel cars, that is, cars owned pany" not organized in the United by other railroad companies and States or authorized to fish in Alas- which were by them delivered to the kan waters "to catch or kill, or at- carriers on whose lines mines were tempt to catch or kill, except with situated, for the purpose of enabling rod, spear or gaff, any fish of any the cars to be loaded with coal and kind or species whatsoever in any returned to the company by whom of the waters of Alaska under the the cars had been furnished, the coal jurisdiction of the United States"). being intended for use as fuel by 91. See Foreign Railway Fuel such foreign railroad companies." Cars; Private Cars; System Cars. Interstate Commerce Commn. v. Illinois Cent. R. Co., 215 U. S. 452, 461, 30 SCt 155, 54 L. ed. 280. 92. Interstate Commerce Commn. [a] Method of computing the ca- 93. Taylor v. Coon, 79 Wis. 76, 83, 48 NW 123 (where the terms "company's paper" and "corporate paper" were used synonymously in an agreement). See also Corporations [10 Cyc 1111). 94. Escriche Diccionario. 96. dence Black L. D. See also Evi[17 Cyc 163-183]. 97. Black L. D. 1. Black L. D.; Glenn v. York County Comrs., 6 S. C. 412, 418 (where the court said: "In expounding statutes, we should have regard to what may properly be termed the comparative interpretation of laws; that is, we should not only collate and compare the several parts of the statute in question, but we should compare the whole statute with other statutes enacted by the same legislative body in reference to the same subject, and thus determine the real purpose and intent of the legislator, both by what is expressed and by what is omitted in the statute under consideration"). See also Statutes [36 Cyc 1144-1154]. 2. Black L. D. |