Virginian-pilot. (Norfolk, Va.) 1898-1911, 1899-08-27
lawfully employ its funds for purposes

lawfully employ its funds for purposes
not authorized by its constitution.
Having regard, however. to this prin-
ciple. ii may be considered as prima
tacie ultra wires for an incorporated
company to enter into q partnership
d Eng. Enc Law (New E;d.) 794. 1t is
said: by the decided weight of au-
thoritS, corporation has no power to
enter into an ordinary contract of
partnership With another corporation.
or an individual or individuals. unless
such power is expressly conferred upon
it by its charter"
The question presented by the record
in this case Is not limited to the mere
inquiry whether corporation can form
partnership with an individual. but
whether the defendants plea consti
tutes good defense to this action; in
other words, il the plaintiffs were not
partners in'the strict sense of the word,
can we say their recovery in this ac-
ton is necessarily defeated? In Courson
V. Parker. this court held that: "At
common law. partners cannot be sued
otherwise than in their individual
names. and the allegation of a part
nefShip name is merely for the purpose
OF Identification and description. is inn
material and need not be proven; and
hence the unnecessary use of ii may
be regarded as mere surplusage." The
same rule would apply to plaintiffs as
defendants. and in the case at bar the
portion Of the declaration describing
the plaintiffs as partners may be treat
cd as surplusage.
In Beach. Priv. Corp. p. 1917. sec
ton, 1t is said: The results of partner
ship arrangements between corpora
tons and individuals have been sub
1ected to the rules governing partner
ships and their contracts enforced. even
whore tho n
held. Accordingly. where a corporation
and an individual have assumed to en-
ter into partnership and jointly trans
act business together, they may, by
reason of their joint interest. recover
upon obligations 40 to them in their
partnership name. irrespective OF their
partnership rights and duties as be-
tween themselves, or the capacity of
the association to execute incident TO a
partnership case directly in point is
that of French V. Donahue. - Mimi.
III. in which the court holds that
where an association. or corporation
and another. have assumed to enter into
u partnership. and jointly transacted
business together. they may recover. bv
reason of their joint interest, upon oh
legations made to them in their part
nershlp name, irrespective of their part
nershlp rights ana duties as between
themselves. or the power of such asso-
citation to execute the powers incident
to partnership"
When the declaration in the case un-
der consideration is relieved of its sur
plusaGe. it only claims that the de-
PENDANT is indebted TO l.. c. Wilson and
the Devohian Oil Company in the sum
or Sol2 for work and labor performed
for and for goods and chattels sold and
delivered to. the defendant for which
the defendant promised to pay them:
ana, after getting the benefit of the
labor ana receiving the goods and chat
tells. the law will not allow the defend
ant, by special plea. to avoid its llabil-
ity by aNcrring that one of the parties
with whom it Contracted was Il cor
poration. and incapable of forming a
partnership. Whether the plaintiffs;
were partners or not. the liability was
incurred by the defendant assuming thu,
payment Of the account to the plaintiffs,
Jointly; and my conclusion is that the
court erred in overrulinE the plaintiffs'
objection to said plea. and allowing the
same TO be filed. and in dlsmsslng the
plaintiffs action. The judgment com
planned of is therefore reversed. and
the cause rcmanded