broad. An employee is assumed to know and accept the ordinary manifest risks of his employment. So, also, he cannot make his employer liable for injuries caused by the negligence of his fellow-servant. But as to just what constitutes a fellow-servant in a given case is often a difficult question; for instance, an engineer and a switchman on a railroad have been held to be fellow-servants, while an engineer and a conductor, and a brakeman and a car-inspector, have been held not to be fellow-servants.

On the other hand, an employer is bound to use ordinary care in selecting employees competent for their position and to furnish safe and proper machinery; and is none the less liable, if he leaves these matters to the care and superintendence of another. Notwithstanding an employee's assumption of the risks of his employment if he is injured by defects in machinery of which he had no knowledge and no reason to know, or by defects of which the employer or his superintendent had notice and neglected to remedy, the employer is liable. The tendancy of recent legislation is to extend still further this liability of an employer so as to do away with his defences of fellow-servant, and implied assumption of the risks of employment.

Some Special Kinds of Agents. Attorneys in Fact. They are agents, usually formally appointed, to execute deeds, or to assume some of their principal's general powers. The writing appointing them is called a "power of attorney," and if it is to execute deeds, it must itself be given under seal. A power of attorney should give specific instructions, and is strictly construed by the

courts.

Attorneys at Law. A lawyer's duties are specially defined by statutes in most of the states. In general, however, their duties are to give advice to their clients and to appear for them in court. They are really judicial officers, sworn to uphold the laws of the land, and to look after their clients' interests honestly and faithfully.

Brokers. A broker is one who negotiates for others the purchase and sale of stocks and commercial paper, or of other kinds of property. He is not strictly an agent for either party, in the sense of acting in their place; but he is generally a middleman, or go-between, to bring the parties together. He is entitled to his commission as soon as he finds parties prepared to trade with each other, and if no amount is agreed upon, he can recover the usual commission for such work.

The term "broker is used so loosely that this definition may not apply to many who call themselves brokers.

Commission Merchants or Factors. They are persons or firms to whom goods are sent by manufacturers for sale. They may sell in their own name, or in their principals', as they choose; and are personally responsible on their contracts. They have possession of the goods sent them for sale, and a lien on such goods in their hands for their commissions or any balance due them from their principals.

Certain factors, called del credere or guaranty factors, for an extra commission, warrant that their principals shall receive the money for the goods sold, whether the purchaser pays or not. Consequently, if the purchaser does pay, the title to the money passes at once to the principal.

Auctioneers. They are usually the seller's agent, and hold a similar legal position to factors. They have a special property in the thing to be sold, and consequently a lien on it and the purchase money, if authorized to receive it, for their commission and other charges.

Termination of an Agency. - An agent's authority can be recalled at any time before it has been exercised, unless it is coupled with an interest.

Thus if a power of attorney was given for the sale of certain land, in consideration of money advanced by the agent to the principal to be secured by this sale, such an authority is "coupled with an interest" and cannot be revoked.

The appointment of a second agent to take the first agent's place, would act as a revocation of the first agent's authority.

The death, insanity or bankruptcy of a principal would revoke his agent's authority; but if an agent had no knowledge of his principal's death, his authority is still sufficient to render the estate liable. An agent may renounce his authority at any time of his own accord, subject to a claim for damages if his principal sustains any injury by this act.

CHAPTER III.- PARTNERSHIP.

What a Partnership is. A Partnership is the relation existing between two or more persons who have joined together their money, goods, skill and labor, or any or all of them, in some business, in which they divide the profits or share the losses.

Any incapacity in the way of making a valid contract generally, is to the same extent an incapacity in the way of becoming a partner. In some states, where married women are given control of their separate property, they also have power given them to enter into partnerships; but the law is as yet very unsettled in regard to their legal position.

The money or goods contributed by the partners are combined at the outset into one mass. The title to this mass then belongs to the partnership. Each partner owns an interest; but, until dissolution, this interest is in the receipts from the business. At dissolution of the partnership, the property of the firm is divided among the partners after paying its debts.

Sharing profits alone, does not necessarily create a partnership, though it may be very good evidence of one. When it is used simply as a means of paying employees or agents, there is no relation of partnership between them and their employer.

Different Kinds of Partnerships. — General Partnerships. This is the ordinary partnership, and each partner is personally responsible for the entire debts of the partnership without regard to what he contributes.

Those persons who are publicly known to belong to a firm, are called the ostensible partners. Others, who contribute capital, and share in the profits or losses, but are not known to be partners, are dormant or silent partners. Silent partners may be made liable for the firm's debts equally with the ostensible partners, if they can be discovered.

Limited Partnerships. Where it is agreed that each partner

shall be liable only for the amount of capital he contributes, it is a special or limited partnership.

This restricted liability is only created by statute, and therefore the statute regulations in the different states in regard to them should be closely followed in their formation; thus, in some states they must be registered, or published; and in most of the states the capital must be contributed in money.

In this kind of partnership a partner's liability does not begin till all the capital is paid in.

Joint Stock Companies. These are unincorporated companies which sell transferable shares. They are similar to corporations, managing their affairs by a board of directors, and distributing the profits equally among the shares. Shareholders, however, are really partners; and unless their liability is expressly stipulated, and publicly known, to be limited to the number of shares owned, or is so stipulated by statute, they are liable to the same extent as general partners. Such companies are not very common in this country.

How Partnerships are Formed. A partnership is usually formed by an oral or written agreement between the parties. If it is for more than one year, or is not to go into effect within a year, the Statute of Frauds requires it to be in writing.

It is customary for the parties to enter into a written agreement, called the articles of copartnership, setting forth specifically the terms of their agreement. It is certainly always advisable. The liability and authority of the partners begins with the actual formation of the partnership, however, which may be before the articles are executed.

Where the agreement is not in writing, the actual intention of the partners will govern the terms of the partnership.

The exact time for beginning the partnership, whether immediately or at a future date, should be clearly stated.

A partnership may be created for life (i.e. till the death of any one of the partners), or for a term of years, or for an indefinite period, or even for a single transaction.

It may be created to carry on any lawful business. But the partners must confine themselves to the business agreed upon.

The partnership may consist of any number of partners, who may transact their business under any firm name which they may

adopt. In some states, however, restrictions have been put on firm names, such as in the use of "and Company," where no partner is represented by the "Company."

New partners can only be admitted by unanimous consent. But by the partnership articles, or by agreement, the capital of a deceased partner may be left in, or even his personal representative may take his place as a partner.

In joint stock companies which sell transferable shares, a purchaser of a share becomes a partner. If it is so provided in the articles, the personal representative of a deceased shareholder may take his place in the company.

A partnership is often implied from the relations of certain persons together in business, though they have not expressly agreed to consider themselves partners.

Thus, if certain persons in business have a common interest in the ownership of property and in the sharing of profits and losses, all the elements of a true partnership are present, and no express agreement is necessary to make them partners. Or, where a partnership for a fixed period runs out and the partners still carry on their business as before, the law implies a continuing partnership under the same terms.

The Relations of Partners to Each Other. In a partnership each partner is principal for himself, and an agent for all the others. Each may therefore require the others to labor faithfully and diligently to advance the interests of the firm.

But a partner would have no right to demand extra pay for his services. Even if, after dissolution, one partner settled up the partnership affairs, he would have no right to extra pay unless it was so agreed.

The partners may arrange among themselves how they will share their liabilities; but such arrangements, as will be seen hereafter, will not affect the rights of firm creditors, unless they know of them.

No partner has a right, without the others' consent, to engage in any outside business which competes with, or is against, the interests of the partnership. For example: he could not use the firm as a market for his own goods, to his own private profit.