Partnership (societas)

Partnership was a consensual and bilateral contract based on good faith by means of which two or more individuals (partners) agreed to cooperate with some resources (skills, money, property, work, experience, or a combination of them) for a common purpose.

Each partner had to make a contribution. Otherwise, there would be not a partnership but a donation. Contributions could be different in kind and amount, however, and shares also could be unequal (Proculus, D. 17.2.6.80). Following the opinion of Servius Sulpicius Rufus, which prevailed, a partner could have a larger share in profits than in losses (Gaius 3.149). If no shares were agreed upon, they were presumed to be equal (Ulpian, D. 17.2.29pr.). Each partner was liable for fraud (dolus) and negligence (culpa), and in gen­eral they had to demonstrate the same diligence and care that they would exercise in their own affairs (Gaius, D. 17.2.72).

The common purpose of the contract of partnership could be only a single transaction, as, for instance, an agreement to share the expenses of a journey (societas unius rei); some kind of specific business, such as transportation or building construction (societas alicuius negotiationis); or merger of all the assets of the partners (societas omnium bonorum). A partnership did not give rise to legal personality. Thus, partnerships created legal relations only between and among the partners, not with respect to third persons. If Titius, Caius, and Sempronius were partners, and Titius borrowed money from Lucius to do something concerning the partnership’s purpose, Lucius had rights only against Titius, not against the other partners, even though they authorized the transaction between Titius and Lucius.

The action pro socio was the general remedy for partnership. As partners usually were also joint owners, the actio communi dividundo to divide common ownership was also available. The main causes for termination were the death or capitis deminutio of one of the partners, the renunciation of the partnership, and the bringing of an action pro socio by any partner. All these causes reflect the strictly personal and friendly character of partnership.