If the terms of the contract, and all the facts necessary for its construction, are ascertained, the question whether there is a partnership, is a question of law. (s)

No particular mode of holding oneself out as a partner is necessary to make one liable as such; but it must be a voluntary act; for otherwise a party might be charged with a ruinous responsibility without his knowledge, intention, or assent, and without fault on his part, and through the fraud or wrongful acts of others. (t) Where a person is received as a new member *into an old firm, and the new firm recognizes by payment of interest a debt of the old firm, this is, in general, evidence of an adoption of the debt by the new firm, including the new partner, which will make him liable; (u) but it has not evidence of a partnership between them. Hopkins v. Smith, 11 Johns. 161. But see Carwick v. Vickery, Dougl. 653; l)e Berkom v. Smith, 1 Esp. 29; 3 Kent (5th ed.), 30 n. See further as to what facts will constitute a partnership, Smith v. Edwards, 2 Har. & G. 411.

(s) See Chisholm v. Cowles, 42 Ala. 179; Everitt v. Chapman, 6 Conn. 347; Terrill v. Richards, 1 Nott & McC. 20; Drake v. Elwyn, 1 Caines, 184; Beecham v. Dodd, 3 Har. 485; Drennen v. House, 41 Pa. 30; Jones v. Call, 93 N. C. 170, Farmers' Ins. Co. v. Ross, 29 Ohio St. 429, Boston, etc. Smelting Co. v. Smith,

13 R. I. 27, 34; Williams v. Connor,

14 S. C. 621.

(t) Such circumstances as, according to the custom of merchants, usually indicate a partnership, may be given in evidence against one whom it is sought to charge as a partner; such as the use of his name in printed invoices, bills of parcels, and advertisements, or on the printed signs attached to the place of business, and these may afford strong presumptive evidence of his acquiescence in the name and character of partner. In general, if he so acts as to justify others in believing him a partner, he will be liable as such. Spencer v. Billing, 3 Camp. 310; Parker v. Barker, 1 Br. & B. 9, 3 Moore, 226. Nevertheless, this evidence may be rebutted by showing either that he was entirely ignorant of these transactions, or that he took the proper means of disowning them and denying his authority. One is not liable as a nominal partner because others use his name as that of a member of a firm, without his consent, although he previously belonged to the firm, provided he has taken the proper steps to notify the public of his retirement Newsome v. Coles, 2 Camp. 617. And the plaintiff should be prepared to show that the acts of the defendant, which he relies on as acts of partnership, were done by the defendant, with full knowledge and deliberation on his part. See Fox v. Clifton, 6 Bing. 776, 4 Mo. & P. 713.

(u) Ex parte Jackson, 1 Ves. 131. The general rule, as well as the exceptions to it which may possibly occur, are well illustrated by the case of Ex parte Peele, 6 Ves. 602. There Kirk, a warehouseman, carrying on business under the firm of Kirk and Company, being indebted to Sir Robert Peel for goods sold, after that debt was contracted had entered into a treaty with Ford, a breeches-maker for forming a partnership. About four months afterwards a commission of bankruptcy issued against them. No articles having been executed, Ford disputed the point of partnership, which was tried at law, and the partnership was established upon the evidence of acts done. A petition was presented by Sir Robert Peel to prove his debt as a joint debt. In support of the petition the affidavit of one Copeland stated, that it was agreed that the separate debts of Kirk should be assumed by the partnership; that entries were made in the books with the knowledge of Ford; and particularly, that the goods furnished by the petitioner were entered at a reduced price. This was opposed by the affidavit of Ford, denying the agreement, or even knowledge of these circumstances. Lord Eldon: " I agree it is settled that if a man gives a partnership engagement in the partnership name, with regard to a transaction not in its nature a partnership transaction, he who seeks the benefit of that engagement must be able to say that, although in its nature not a partalways nor necessarily this effect. Some knowledge of and assent to this payment must be brought home to the new partner, by direct testimony, or by showing such oversight of or such share in the actual business of the firm as would imply such knowledge; and perhaps there should be some evidence of assent by the * creditor to the transfer of the debt from the old to the new firm. (v)

The liability of an incoming partner for old debts is not to be presumed, (w) 1 but may be proved by circumstances nership transaction, yet there was some authority beyond the mere circumstance of partnership to enter into that contract so as to bind the partnership, and then it depends upon the degree of evidence. Slight circumstances might be sufficient where in the original transaction the party to be bound was not a partner but at the subsequent time had acquired all the benefit, as if he had been a partner in the original transaction; and it would not be unwholesome for a jury to infer largely that that obligation, clearly according to conscience, had been given upon an implied authority. So here, if this was a case in which it was found upon the trial that this man was a partner upon a long-existing partnership, with a regular series of transactions, books, etc, a knowledge of what his partner had been doing might be inferred against him; that which in common prudence he ought to have known. But that is not the case of his partnership: it was a treaty. It is not even yet agreed how the stock and partnership were to be formed. In the course of that treaty, Ford, ignorant of law, permits acts to be done which the law holds to be partnership acts. It is a very different consideration whether this man, so trepanned into a partnership, had got regular books, etc.; and it is difficult to say, not only that knowing this he had agreed to it, but that he knew it; in which case I am afraid he must be bound. That fact has not been sufficiently inquired into." The order, therefore, directed a reference to the commissioners to inquire whether at the commencement of the partnership, any debts due from Kirk, for his stock in trade, were assumed, and any debts to him carried into the partnership, with the knowledge and assent of Ford.