PARTNER

partner. 1. One who shares or takes part with another, esp. in a venture with shared benefits and shared risks; an associate or colleague <partners in crime>.2. One of two or more persons who jointly own and carry on a business for profit <the firm and its partners were sued for malpractice>. See PARTNERSHIP. [Cases: Partnership  1. C.J.S. Partnership §§ 1–7, 17.] 3. One of two persons who are married or who live together; a spouse or companion <my partner in life>.

[Cases: Husband and Wife  1; Marriage  54. C.J.S. Marriage §§ 43–44.] dormant partner.See silent partner.

general partner.A partner who ordinarily takes part in the daily operations of the business, shares in the profits and losses, and is personally responsible for the partnership’s debts and liabilities. — Also termed full partner. [Cases: Partnership  353, 366. C.J.S. Partnership §§ 405, 407, 422–423, 425, 430, 432.]

junior partner.A partner whose participation is limited with respect to both profits and management.

limited partner.A partner who receives profits from the business but does not take part in managing the business and is not liable for any amount greater than his or her original investment. — Also termed special partner; (in civil law) partner in commendam. See limited partnership under PARTNERSHIP. [Cases: Partnership  353, 366, 371. C.J.S. Partnership §§ 405, 407, 422–423, 425, 429–432, 438.]

liquidating partner.The partner appointed to settle the accounts, collect the assets, adjust the claims, and pay the debts of a dissolving or insolvent firm. [Cases: Partnership  280. C.J.S. Partnership § 347.]

name partner.A partner whose name appears in the name of the partnership < Mr. Tibbs is a name partner in the accounting firm of Gibbs & Tibbs>. — Also termed named partner; title member.

nominal partner.A person who is held out as a partner in a firm or business but who has no

actual interest in the partnership. — Also termed ostensible partner; partner by estoppel.

partner in commendam (in k<<schwa>>-men-d<<schwa>>m). See limited partner.

quasi-partner. A person who joins others in an enterprise that appears to be, but is not, a partnership. • A joint venturer, for example, is a quasi-partner.

secret partner.A partner whose connection with the firm is concealed from the public. — Also termed sleeping partner.

senior partner.A high-ranking partner, as in a law firm.

silent partner.A partner who shares in the profits but who has no active voice in management of the firm and whose existence is often not publicly disclosed. — Also termed dormant partner.

[Cases: Partnership  90. C.J.S. Partnership § 39.]

“It is worth emphasizing that control does not necessarily mean active involvement. One of the most interesting figures in partnership law, in fact, is the ‘silent’ partner — typically a person who has invested in a business in return for a profit share, and who reserves the right to, and to some extent may in fact, participate in routine management decisions, may participate in no decisions at all, and may even be unaware of what is happening in the business for long periods of time. The fact of the person’s financial interest in the partnership may be a secret from everyone except the other partners (indeed, such secrecy may be vital). Such a person is nonetheless a partner like any other for purposes, among other things, of personal liability for the debts of the partnership. The law simply does not distinguish between active and passive partners.” William A. Klein & John C. Coffee Jr., Business Organization and Finance 64 (2002).

sleeping partner.See secret partner. special partner.See limited partner.

surviving partner.The partner who, upon the partnership’s dissolution because of another partner’s death, serves as a trustee to administer the firm’s remaining affairs. [Cases: Partnership  280. C.J.S. Partnership § 347.]

[Blacks Law 8th]