265 

OFFICE OF THE ATTORNEYGENERAL OF T’RXAS 

AUSTIN 

-CL- 

-- 

.DlBpartMult upon 

dot of the parti 
266 

q8ur Unsnplopolsnt Compsnration Coaml88ion, 9868 L 

Ths special partner agrees to diligently devote hi8 

profasrional tiae and &Ill to such 18gaL aaft8r8, of th8 

general partner and aeaooiated ap8olal partaem, a8 say x-8- 

oelro his attention and to pay 0181 to the joint bookkeeping 

0f the Esnrral partner and serroolatsd rpcrolal partn8rs all 

fees aad ohargea raosived and oollea%od by hin in oonnsotlon 

themwlth. 

*5. It la mutually agreed that Sp8oial Patinar 

shall be entitled to rcloalva, a8 hi8 rharcoi 

and intsrset in, tho rpeoial partnrmh$p ham i a 

and hereby oreatod, the followlag amunta, whioh 

shell 4onetltut8 paiyment to him, in full, for 

his entlm intamst la the ourmnt oamlngr and 

busln84s or tha bpsolal partnemhlp horoln tornsdt 

@rexi par cant or tho net oarh pror itl rsb$ $ aa 

moaluad by Ganaral Partimr and all aarwiat84 

rpeolal partaers ongogmd fn the $a~tal,)raatioe 

or law under the Nmn m&ma of *x and I#~( auuh not 

prorite to be d4t8rninod, at the 8~4 or 8aOh 

oalendar pear during th8 tom of thi8 spproi'al 

portnerahlp agmement by rubtnotiag from the ~088 

lag81 ree8, aalarfar and mtelnarr l 8tually oollrot84 

durlas aacrh oalendar par oi thlr rpeohl partner8hi9 

agmaont, the aggmgato umunt of eperalbing wn8@8$ 

whioh, amcmg other it8m8, ahaIl inoludo 8alarioi paid 

ta rt6nograph8r4, baokkoapa*'+'~~911s olork,, tolrphona 

oparator janitor, aad other ~bfmflar w&ployebs, rent, 

Zlgbt ab hoat If the88 thaw Items am paid 

8tatioIl4l-y (md'Oif'iO4 8U99lb8, UBrarUBb& d89hOB. 

and trlsgraph 8xpan88 and ohorg88, 8tw98, tue4, 

bad dsbt4, 1~Iso4llansou8 8Xp8B4O8 an8 dcmatlolu, 

or the 88~1 general oharaoter whish Oen8ral partner 

ha8 heretofom inoludsd in Iniwallansw%a eXpwxae and 

donation aownmta, and all mwnts reoeirrd ,by other 

assoaiatd Spsoial FSIPrtner4r 

“In determlnin$ th@ net 48min(j8 0r Gensral %rtn*r 

and assoolated partner8, in whlah Sproial Pkrtnsr 

hemin naked shall 8ham, to the extent h8r8itnbeiOrr 

mt wti, them shall bo rX4lud4d from th4 ,&roar 

annual sxpenso or General Partnsrj ths 008t of at1 

books, ocnstitutlng a part of the pexmanant law 

librsty or 04neraL Partnar; 4180, all EuiBitU4, 

Y 
i’ 

,?’ 

93X.4 UncuaplOyment G4qawtion ~0Z&841On, page s 

ffxtures, typewrlters ~9, ganeral OfiiOS equlpment, all ot whloh are now, and will aontinue 

to be the 8014 property of (kneral P8rtmr~ 

and bpaeial Partner 8hall not hev. any rlght, 

tltl. or interest ther.ln, n.r in and to the 

oapftal suppl.id by General iartnez with whidb 

to operate the busine,es of raid law firm. 

"0. iti Is iiatudly e4gSe.d @anera Partner rhill 

be the exolu4ive judge of the gener.1 ~OliOi.8 

0r said ertn4mhlp rim or X and Y, end that 

hlU.1 e UtTl4r Sh11 h.VO SXOlU4it. Oh#@g., 

oontrol and au9ervlrl.n of o~‘f'loe detall8, orrlos management, bookkeeplng and aooounblag, rib 

ing, puroha8e 0r orfloe stationery an& 8u991i48, 

the hiring and dlsoharge, and. the flXi.ng of 

8.hlpi.8, hour8 .!ld X-WJUhtiOBS gOv.raiX&g St6E.- 

graphem, bookkeeper, rile olerk, telsphons 

ap4rator, janitor, and other rimilar Wp&OAy4.8# 

and, with r8894Ot to .ll swh a&tore tiner&l 

Partner shall not be rxpeOt4d or required to OooI 

#tit with, or SeOWe the oonsent Or S~eOi&l &?tmar, who hereby ratlfl68, epprcnee and oonfima 

a11 that General Partner ary do In 4uolt a&tore. 

“9. The speolal partnership heroin Cora4d 8h8ll 

be .ut.&itl.ally di88.lT.d by tb. death of l itbe% 

X 0~ yI h0 Or th4 &3BOa PUtBti8j OF by tb 

d#.th Of Sproial pUtBe%, with drcurr th&S .~.S.Bt 

is mado) or it may be t4XtnlMtd at the e1m3tlgn 

.,. or elthu Gmual 9am1.r or Y9eU.l %rtaer, by 

the on4 40 .Ieeting to texwlaate &rln& thirty 

days' pmvlous notioe to the othera and, at the 

end of said thirty day period, Chlr Sp6olal PartnuShip Agraagmt shall in all re8peots be tefmimted, 

and Sp4oial partner 8hall b4 entitled to hi8 @ham, 

a4 herelnbetom 86t out, 0r th4 net 44mIng4 or 

Gclneml PaHaer and all associated Ypeoial Partner8 

up to the date OS the trrmfaotlc~ ot this &%Wtnership agxeeaent, but no longer. At i4 furthrr 

5utully 0grs.d that @O oos8lder+tlon will be f$v4a 

or allowanoe mde to ~ppsaial Partam, upon the 

termination of t&k@ fQ5eoi.l hrtaership &FeftM.nt 

on acaouat or any unaolleoted leml r4*8, 8.l1wle8 

and rstallZar8, or to eherg.4 or ..rningS, on My 
268 

unl'inluhed leg,61 b~sii~ssa wkioit hare JPF tbrn 

been Irotuedly colloatsd$ it being ths inte::tioa 

of General Partner and %,.peolal Partner to lialt 

and reetriot, and Way a0 hereby agree to limit 

and rcatrlot bpeolal =artner*a share anb inter#ot, 

at the tiara OS the t6minetlon of' thin :;peaial rartnerehlp @rerzwmO, ta t&a aotual oath feo8, #alarha 

and retainers oollsated u:, to the t&e of auoh dl8- 

solution, but not themaTter, except in the lollowitg loutar:ost ~:peoial &mttll~~e~ pemontago, henlabefore sot out and ds$ined, shall be ap~llcab1.e to 

that portfon oi any lags1 I'm of .#,OOO.OO, or sor8, 

oolleotec? dthin 0%~ mnths ~froa81 thQ date thla 

Bpmlal rartnerehip A4$reuatt~% tsrninatea on legal 

buriaemn on tad thirty days prior thereto, whlsh 

the period, rroa t&s tlinr thr: buslnaer QWMJ late 

the o:f'ioe up to the time oi tba terahatloa Of Ohir 

Agmemsent, bearr.to the total peri& of tiau adoring 

whioh aaid burlorss was haf&eit~ for instrno8, 1s 

the particulu plaoe of hurlntwe mme into the 

ofCi6a air mtxatir prior to the temlnnBlon of thir 

&&me@&, an& 'IIYS ~noiuded sir aionths thereafter, 

thsln one-hall of the fet oolSacte4 thererrom, uadar 

t&r! ounditictu namd, rcd.d bs appliccrble to 

k.tncrr'61 pbXO"iltag~, the other OAO-halS Ut3t. 

Ypecrlal 

3pooial. iicartnerm 

A considorstion of this eutd Oha cmnimaat cxreuiied with 

3 Ulealorw3 IX slight Ulifterenaa in the two cloatxaotr~ 00mmQuenhlp, we will dlepcrs of the oontract with ii, the isubstam3e 

81 whiah id ,hcretoZorr aclt 6uts 
269 

Texae Unemployment Compensation OommIssion, page 5 

::ze have In 'Texas a general partncrehlp, and what we 

term a limited or special partnership organized under the 

provisions of Articles 6110 to 6132 of the Vernon's Revised 

civil statutes of 1925. 

The material transmitted to us with your letter of 

request does not dlsolose that the etatuteo of Texas have 

been oomplisd uIth in respeot to the formatlon of a limited 

partnership. 

Artlole 8119, Revised Civil Statutea, reads as follower 

*No suah partnership shall bo deemed to have 

been formed until a certltioate shall have been 

made, aaknowledged, filed and reoordad, nor 

until an affidavit shall have been tiled as 

above direotedi and If any false statement be 

made In such oertlrioate or affldavlt, all the 

persons Interested in euah partnership nhall be 

liable for all the engagomento thereof am general 

partners. w 

If such a certificate has been made and reoorded, we do 

not have that Information. Prom the term of the oontraot, 

it appears to be one that does not meet the provls~ons that 

are deemed neoeeeary by the hgislature In enacting the 

etrrtute pertaining to suoh partnamhip. The legislature haas 

thou&t It necessary to make theme regulremente for tbo protsotion of the publio In dealing with limftad partnershipa. 

Apparently, theae oontraotlng partners have sought to enter 

Into an agreement for the mutual benefit of eaoh, but with 

rtrlet llmltatlons upon the interest of the eo-oalled epooIa1 

paPtier without giving the publio notice or tbeee limitations. 

We do not purport to say thst attorneys may not enter Into a 

epedial partnerehip; however we do find that Texas Jurlrprudenoe, Volume 32, page 5 8& In the notes lndlaates a doubt 

that suoh a relationship may be e:-sated. 

Article 622lb, 17 (g) (1) read* as follewa: 

u'~~mplOymsnt' su'o,jeot to the other provisions of 

this subsection, axemaa servioe), Including benIce 

In interstate comm~roe, performad for wagee or 

under any oontraat of hire, written or oral, exe 

press or implied, provldid that any servloss performed by an Individual for wages ehall be deemed 
T*xms UaaQlOmeht Compansation Comz~Iss~on, page 6 

to be employmnt subject to this kct unless and 

until It is shown to the satisfaction of the Commission that suah individual hlas been anA will 

oontlnue to be free rrore oontrol or direction 0181~ 

the perf'ormahoa OZ such services both under his 

ocmtract of ssrvLo8 and in fact.* 

Artlole 522lb-18(o) tsads aa followsf 

v(o) 'b&gas* smans all remuneration payable for 

personal ssrvloes, Inoluding conmissions and 

bonuses and the oaoh value of all remuneration 

payable In any OaedIuLl other than oaah. CratuItIer 

ouetomarlly received by an Individual In the oouEa8 

of his employmnt frocn persons other than his 

empl~ylng unit shall be treated aa wages payable by 

hia esaploylng unit. The reasonable cash value ol 

rammrntion payable by his employing unit. The 

reasonable oash value of resmneration payable In 

any medium other than cash, and the veasonabl8 

amount of gratuItlas, shall be estimated and defermined In aooordanoe with rule8 prasoribed by tha 

c0m8tIsaion.* 

PTs are not asksAt d8t8IW&A8 if the law rim I6 oitilly 

liable for the mats of A and B, but if Um%ir the Iaots they 

are in eff@lOymSnt under our d6finitiOn Of th8 term. 

lt is not neoessary that all partnsre contribute 

oapltal but they my eontribute servioes. kwever, persona 

may oontribute to an entsrprlse, but if they own no Interest 

In the bueiness they are not partners. ~ohleeihger vs. 

Kemerly, 41 d. ii. (Ed) 1002. In SE Tef. Jurls., Seoblon iso, 

page 845, we find the statement that a OoiKmuhIty of ownershIp and in profits or earnings as Well aa In a burineea 

nama is neoessary to a partnership. Citing English ~8. .tiills, 

899 ~j. ‘VU, 348. 

In this instanoe the general partnera ham agreed to 

furnish the capital, but they bV8 not given A any owner8hip 

In the oapital contributed or any power ot oontrol. 

In 313 Tex. Juris., pago 847, there %8 the stat85ent 

that no partnerahlp is arested if the a$reasmnt is really to 

sumre a superior for ooospenaatlon and without any genernl 

sham In interest or control, though oornpmusatlon is dependent 
Texas Unemployment Conp8nsatIon ComIs6lon, page 9 

Citing iueny 48xaa oaeee.. 

cn the makin. of prolits and ocnsists In a share of them. 

The oase of Buzard vs. Bank of Qreenvllle, 2 ;. L. 54, 

an opinion of the supreme Court by Judge Gaines is on8 of our 

first oases on the subjeot. It held that an arrangement 

whereby a formerly salaried agent who sorked for a 8heJe 

of the expeoted prorit8 aa oompenaatioa for his s8NiC8s and 

who would not be oompsnaated If there should be loeees was 

not a partnsrshlp but an agenoy. 

In tirray OlnnLng System Company vs. Exohangr ~atlonal 

Bank, 61 S. W. !SOg, the zcanager of a gin contracted to take 

oharge of a gin with a salary for all year, but a eharo in 

the aarnlngr during the aea80n - all aquipswnt was furnished 

by the original owner; this wa8 'held an agenoy. 

patentl.y, the general partner8 hat8 given A none of 

the oontrol of th8 firm's bueineos+ At the termination of 

the contraot )i has no owMrehip,or interest in the fees 

reoelvable even though the buslnses wae eoqulred and work 

done aiter the timci Of hI8 contraat eroopt In the f88s or 

over $S,OOO.OO oolleotsd if, as, and when provided by the 

oontraob. 

we tail to find the existenoe of the neoessary 6baentn 

of a partnsrahlp between X and r law Plrrr and A. lb nebnm 

to be serving for a psroentage of oartaln prorlta tiith no 

control or ownership of the oapltal or of the business of the 

firm. 

The oontraot between the gQnOm1 partnsm X aaa Y, 

a law ~IP%I doing busIn8se as x and y and.8 the ao-oall8A 

"apeoial partneF I8 as followe1 

This SPEoihL PART??ERBRXP AORl5ZbSNT, antemU into 

between X and y, e partner8hIp firm, engaged In 

the general practice of law, in Port Worth, Texas, 

hereinafter, for OonVenIenCe, referred t0 as 

Wen8ral Partner* ana 8, an attorney at law ot 

Fort morth, 'Texas, her8Inaf%8P referred to, for 

uonveniencle, a8 %peoial Partner,* Is to 

's XT N 1(: SS E T Et e-------w 
.-- 272 

Texas Unemployment Compensation Conmi*rlon, page 8 

'1. Ganeral 2artner agrees to furnish, for the 

use of Gsnsral Partner and assoolatsd Speoial 

~artmsrs, praotloing law under the tlrm name of 

X &I, at hart gorth, Teras, suoh neoee8ary 

operating oapltal, law library, furniture, fixtures, typewritera, adding maohlnss, and general 

oflloe equipment, as, in the opinion of Ganaral 

Partner, baaed upon past sxperlanss, Is reasonably 

nsoessarp,to oaxry 011 and operato a 

buslnesa in the City or B’ort Worth, 

pzg~l law 

“2. Spaolal Partner agrees to diligently devote 

his professional time fan& &ill to suoh legal 

matters, OS General partner and arrooiated speolal 

*artasrs, aa may reoslve his attention, and to 

pay over to the joint bookksepsr oi General Partner and associated Speolal rartnsra, all fses 

and ohargee rsoeived and oalleoted by him in oohnsstlon therewith. 

"3. It is mutually agreed that Bpsolal Parttier 

shall be.entltl.ed to reoeivs, am his shars of, 

and interest in, ths speoial partnership hsrefn 

and hereby oreatsd, the folilouing amounta, whioh 

shall oonstltute payment to him, in full, for his 

entlra lntsrsot in tha ourrent earnings and buuiness of the special partnership henin formsd. 

*(a) -5- per aen? of the net sash profits earnod 

and reaelved by %mral Partnsr and all aasoolatsd 

special partneri engaged in ths gensral prastloe 

or law under the rlrm uaas of "x an& Tat suoh nst 

profits to bs dstenulned, at the enb of saoh 

oalsndar year during ths toma ot this speolal 

partnership agreement by subtraating from ths 

gross legal r488, salarias and retainers actually 

oolleroted during each calendar year of this spssial 

partnership agrssmsnt, the aggrsgata amount of 

operating expenssa; which, among other ltsms, ohall 

lnoluds salaries paid to atanographsrs, bookkseper, 

tile olerk, telephone opsrator, janitor, and other 

slmllar smployees, rent, ll$ht and heat, if these 
Texas bemployment Compensation Commission, page 9 

three itaae are paid, stationery au6 office 

~upplics, uurefuudsd telephone and telegraph 

expense and charges, stamps, taxes, bad debts, 

~iseellaneous expenses and donations, of the 

same Fenera oharaoter whloh General Partner 

has heretofore inoludad in nie44llaneous expense and donation acoounts together with the 

sum of Cne hundred TrPenty-five Dollar6 (~lSS,OO) 

per month, being the estimated and agreed depraolatton sustained by Oensral Partner on law 

library, fuFnitur4, fixtur4s, and offioe equipment 

belonging exolusively to General 2artner. 

"In datermlning the net earnings of Goneral Partner and essooiated partnerD, in whlah 6peoial. 

Partner herein named shall rhare, to the extent 

hereinbefore set out, there shall be excluded 

from the groea annual expense of Qe.nsraf, Partner, 

the oost of all books, aonstltutlng a put of the 

permanent law library of @enera Partner; also, 

all rurniturr, fixtures, typeuriterr aa gameral. 

offloe equipment, all of whlah are now, and will 

oontlnue to be the sole property of @enera Partner; and Special Partner shall not have any rlghh, 

title OF intexwst therein, nor in and to the 

capital supplied by General 2artner with which to 

operat4 the buainaes of maid law fira 

v(b) General Partner guarantee8 to Special Partner that his share, as hera+nbefore set out, of 

the net profits Qf %ieraJ. YaFtn4F and associated 

Speolal Partnbrs, during eaoh twelve months* 

period that thle oontraat of 4peoiPl partnership 

ahall oontinue, shall not be less than $a,OOO.QO 

and, General Part&u agrcres to advanae to Speolal 

Partner this guarsnteod miniaura slssunt of Qfi,O00&0 

in twelve (12) equal ~sums, payable monthly. At 

the end of eaoh calendar year, if jpeolal Partner*s 

share in the net profits, as hsF4inbafore defined, 

of the joint venture, shall bs more than $5,000~00 

(the minimum annual guaranteed amount) Cansral~ Partner agrees to pay the amount of the exoe8s to 

speolal Partneri but if tha share of Yp4ois.l Partner 

shall be leas than th4 minimum annual (guaranteed 

amount of @5,000.09 thsn it 1s uutually agreed that 

said mlnlmaa annual guaranteed amount shall @onetitute paym4nt in full for the interest and 6har4 

4 
TeSa8 Cneaploymnt Conpenestion Corr&44ion, pag4 10 

of 2pecial tartnm during suah oolendur year in 

;ueatlon. 

"4. It is aontazplated that GHUSFA~ partner 

Will, fFOJ?I ti.se to tim, enter into additional 

opeoial partnership agF4ensnts with other attorneys, now and hereafter associated with General 

2artncr in the general praotioe of law, under the 

firm name or X ma P, in Fort worth, I-4x44; and 

may, rr0p time to tI.04, Ohang4 and 4mend eaa4j 

and, with rsepsat to all such spsclal partnerrrhip 

agreements and mendments thereto, it is mutually 

agreed that General Partner shall have and poeseas 

at all tifnaa the full Fight and authority to enter 

into and make an may addltioual special parthership agreements, ohangss and am4ndm4nt8 thereto, 

a4 Censral Partnar my 4On4id4F to the beat 

interest of eaid firs of X a Y, and upon auoh term 

and conditions aa hneral partnew slnd any speolal 

partner may mutually arae uponj and, the temalnation of a apeolal partnerrhip agrcrement with one 

special partner shall not, in any way, involve et 

effect a spaolal partnership agreement with othsr 

special partnerr; eaoh speoiti partnership agreement being independent of snd eeparats am3 distinot rraon the others. 

"5. It ler ma&ally agreed that the legal fo@s, 

salariecs, and retainer4 oolleot4d by General 

partner and aaraoaiated Opeoial paFtneF8, doing 

buainesa under the Pirn ham? of X h Y, in the City 

0s Sort xfortth, Texas, 4h4ll not lnoludo any oomtiiasion4, allowances or ptkymsnte, earnsd or X4- 

oaivad by any one of the g4n4ral partnere, OF by 

any one of ths ;ipealal Partners, for aoting as Ad- 

&niatrator, Ex4outor, or Truet44 of an s&at4 or 

under a wll.1, or under a tru4t ir4trunWlt; but I444 

and allowances paid to and received by auy of the 

General op Speelal Partners for acting (18 trustae 

in bankruptoy, attorney for trueMe in bankruptdy, 

recrelver , or a4 attorney for ths reo4lver. appointed 

by sither the State or Federal Courts, 4hall be Oonaidered a legal fee, and ?.r.~alud4cI in the gr044 

aarnings of Oenaral and associated Speaial PartneW. 

Lt i4 mtu4l.l~ agrrad OQnaral Partner shall 

zt*the eraluaive judge of th4 general POliOl4a of 
T8Xa8 hl8aplOp8nt CGmpensa~iUl COIZIlQiEeiOn, pace 11 

PaId partnership firm of X & Y, and that General 

i'artner shall have exclusive charge, control and 

supervision of offloe detalle, offloe management, 

bookkaepiog and aocountlng, Piling, purahase of 

office stationary and supplies, the hiring and 

@lsoharge, and the 22x1~ of salaries, hours and 

regulations governing stenographers bookkeeper, 

file clerk, telephone opera&r, janitor, and 

other similar 8mployee~; and, with reapsot to all 

such matters General Partner shall not be eXp8Ot8d, 

or required to oonsult with, or s6aur8 the oonaant 

of Epaalal Partner, who hereby ratifies, approves 

and confirms all that General Partner may do in 

eucrh matters. 

"7. The follow~lng is of the easenoe of this oontraat: Due to the faot that one or more of the 

special partnerships entered Into by General Partner may be tarmlnated from time to time, on at$OOuat 

of a spealol Partner alther desiring to enter the 

practfoo of law by himself or to join another Urm 

of attorneys, General psrtnex aonslders lb high17 

desirable to retain and tr6at es oonfldential the 

reoelpte and disbursements ol the 'firm of X L Y, 

gomposed of General Partner and assoaiated ~peclal 

Partners; and,, tipeoial ?art.nar, nemd in thie agreement, having aonfidanoe in the fafrness, honesty 

and Integrity of General partner, doas hereby 

agree, bind and obligate hfmsslf to aooapt, at all 

t&mea during the oontlnuanoo of this speolal partaer+hip, and at it8 dissolution, the statement Of 

General Partner as to the amount of money whioh 

represents the share of Spssial Partncrr in the not 

sarninge of said firm of X b Y$ and, it shall 

never be neoessary or required of General Partn6r 

that an iteralzed sta$ezent of receipts or earnings 

be given to Speelal Yartner, either during the 

period of the operation of this agreement, or at 

its termination, and a certlfloat?, under oath, 

if required by the bookkeeper of,,.,1 9;Y that the 

emount du8 and owin& to Speoial eartner as and for 

his share, as hereinbefore Set oat, shall be QOnclualre and binding upon him, his hairs, assi6W3 

end legal representatives. 

The special partnership herein formed shall 

;8,*automatieally dissolved by the death of eitb 
” ..~ 276 

Texas UnslaPlOment Compensation Conraission, page 12 

Y or X, two of the Gzxerel Partners, or by the 

death of Spealal t'ertner, with when tl;ls agreement is L?ade; or it rns be teminated at the 

election of either General Partner or +eoial 

Pertner, with whom this agraerzent is made; or 

it mey be termlneted at the election of either 

General Partner or ~pealel partner, by the one so 

elsoting to terf~~lns.ta giving thirty days' notice 

to the other; end, at the end of said thirty day 

period, this qetiial ~ertnerrhlp Agreement shall 

in all reapeots be terminated, and ~peclal pertner shall be entitled to his share, as hereinbefore sat out, of the net earningo of General Partner end all assoalated bpeaiel Partners up to the 

date of the termination of this partnership agreement, but no longer. It is further mutually agreed 

that no aonelderatlon will be given or allowanoe 

made to Speolal Partner, upon the termination of 

this Special ?artnershlp Agreemsnt on aooount of 

any unaolleoted legel fees, salaries and retainers, 

or to oherges or earnings, on any unflniehed legal 

business, which have not then been eotually colleoted; it being the intention of General Partner 

and Spaoial Partner to limit and reetriot, and 

they do hereby agree to limit end restriot Spoolal 

Paxtner*s share end interest at the time of the 

termination of thfs S~eclal Partnership Agrewent, 

to the aatual oash fees, salaries and retainer8 

aolleated up to the time of suoh dlssolutlon, but 

not thereafter. 

"This Speolal Pertnsrehlp Agreement shall be etf80- 

tive as of Jenuaxy 1, 1930, an8 shall continue until 

dissolved in the manner above 88t out. 

General Partner 

bpeaisl Partner 
Texas Unesiployineut Conspensation Commlnsfon, page 13 

Story on 2artnership, 4th a., Sec. 8, had defined 

s partnerehip to be: 

*A voluntary contraot between two or more coltpeter& persons to plaoe thelr mmey, srrects, 

labor, and skill, or SOW or all of them, in lawrul eoameroe or busineas, wi.th the understanding 

that there shall be a ooarnunion of the profits 

thereof between them. * 

The aontraote dlaclose that the general partners my 

take in or oontract with other apeolal partners without oonmalting A or 3. One oi the most @portant elements or partnershlp is the deleotus personarum - the right to ohooae 

oae*e owa partner. A partner’s right to objeot to the admirsion 0r a new partner ie not a Platter or oontraot right 

wbioh oan be bargained away but erirts as a ruudamntal right 

or a partner. 

These so-called speoial partnerm have merely oontraoted 

to perform personal services ror oompensation which our law 

defines am -ageam or rmvineration ror personal 8enloee. 

ft is nottoeable that the general partnsro epeolrleally 

withha the power to rix the polioies or the tim3 giving 

t&mm assoofates no voioe or control of the union they hare 

ioxmsd . 

Paragraph (b) or the contraot with B guarantees him a 

L 

early compensation of ~5,000.00 payable in twelve equal sums. 

ha.s no olaisx ror any other asount of money if the nst 

earnings, as defined by the oontraot, do not reaoh a rlgure 

that would bring him more on a oomputation of 5% of the net 

earuinga. Ee has no right to ask for an aooounting of the 

reoelpt 8 and dl sbursemnts. he oontributea 8ervlae8, but no 

oapltal nor fe he ppcmitted. to aoquire any interest in the 

property or the partnership, At the minute of the expiration 

or hlb: oootraat with X and 11, he has no interest wbat&wr in 

any unoolleotsd fees or retainera. The firm is as rrae or 

him, undsr the oontraot, aa they would be of any employee. 

In oonoluaiox~ we mish to quote from Story on Parherships, 4th Zid., action 49, the rollowing: 

I 
t 278 

Texas &Munployment Corapensation C!xxr&ssion, page 14 

" , wheze om party is stripped of the 

p&&s end rights of a partner, and clothed only 

with ths more limited powers and righta of an 

agent, It seems harsh, if not unreasonable, to 

crowd upon his the duties and responsIbilItIse of 

a partner, which he has never aseuivied, and for 

wtiah tie has no reoiprooity of reward or Intereet. 

it has, therefore, been well said by ibr. Chanoellor 

&ent,, In his learned ~omaentaries, that *to be a 

partner, otie zust ham sirch aa Interest in the 

proi'itrr, as wili entitle hiti to an 6iooOunt, aEd give 

him a specifio lien or preferenoe In payment over 

other 0red;torm. There is a distinction between a 

stIpulatIon r0r a oompsnsation for labor proportioned to the profits, whioh does hot make a person 

a partnerg and a stipulation for an Interest In 

s.uoh profits uhiah eutitlee the party to au amount, 

as a partner.' And sr. Collyer has given the 

sarm doctrine In equally expressive terms, when 

he says, that In order to oonatitute a oonmuuIon 

or profits between the parties, whioh ehallmako 

then partners, the lnteramt in the profits mast be 

srutual1 that is, each person must have a speoifio 

Interest In the prorite, as a priuelpal trader." 

The contracts subcxitted tail to satiery these testa. 

s'e are of the opinion that A and E are not partners but 

are In the e;aployinent of the law firiu of X and Y. 

Yours very truly