Morals of the Church
Library › Noldin, Summa of Moral Theology › Volume II. On the Precepts of God and of the Church › Part Second. On the Precepts of the Decalogue › Book Sixth. On the Seventh Precept of the Decalogue › Chapter Fourth. On Contracts › Question First. On Contracts in General

Article — Noldin, Summa of Moral Theology

Article Seventh. On the Contract of Partnership

614.

614. Notions. 1. Partnership is a contract by which two or several persons obligate themselves to bring some thing into common, so that the profit received from it may be divided among them.

a. Profit received from goods brought into common immediately pertains to the partnership, if it is itself a juridic person; but individual partners have a right to a part of the common profit which corresponds to the good brought into common by them; but at the same time they must also bear part of the common damage.

b. The contract of partnership is a consensual contract, which is perfected by agreement alone before the handing over of the good to be brought into common. Yet by positive law the agreement ordinarily must be confirmed in writing in order that it receive force.

c. The thing to be brought into common is either money or another good or one's own work. But partnerships can be entered in such a way that individual partners bring into common either all their goods or only part of their goods, or in such a way that some bring money, but others only their work.

  1. Partnerships are divided by reason of end into civil partnerships (Erwerbsgesellschaften), which are entered for receiving profit not by trade, but by any other mode whatsoever, as if two agree between themselves concerning a farm to be bought and administered from money brought into common and concerning dividing the profit received from it; and into commercial partnerships (Handelsgesellschaften), which are entered for receiving profit from trade.1

Note. Partnerships are governed either by the peculiar agreements of those contributing, or, when these are lacking, by the laws of the civil or commercial code and received customs. For those who enter an onerous contract are considered to enter it according to civil laws and received customs, unless they have expressly declared the contrary.

1 C.A. treats civil partnerships in the civil code, Section 1175 ss., and commercial partnerships in the commercial code, n. 85 s.

The Contract of Partnership

615.

615. Principles. Among the diverse industrial and commercial partnerships, special attention is merited by share companies (Aktiengesellschaften) and limited partnerships (Kommanditgesellschaften), whose constitution social economics explains. It suffices to note these two principles.

  1. The end of the partnership must be licit. If the end is illicit, for example, to publish depraved newspapers, the members of the partnership by force of the contract are not bound to place any action in the future, because there is no obligation to the illicit; but they are bound to pay those who from the fulfilled contract acquired some right, as is clear from the things said above concerning a base contract. If the end of the partnership is unjust, for example, to sell adulterated merchandise, the partners are also bound to repair the damage inflicted, and generally indeed in solidum.1

  2. Equality must be observed among the members of the partnership, both as to gains and as to damages. Therefore profit arisen from the partnership must be divided among the partners pro rata of the part which they brought into common, and likewise individual partners must pay debts contracted by the partnership according to the quantity of their part, unless because of peculiar circumstances some partners ought to accept a greater part of the profit or bear a lesser part of the damage.

1 Genicot I, n. 652.

The Contract of Partnership

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