Apparent Partnership

In the modern society with market economy highly developing, corporations are becoming the dominant business associations, which most scholars have been thinking highly of. However, few law experts attach importance to partnership. As to the study on the relationship between partnership and the third party, the people who have probed into it are even fewer. Moreover, because of the obvious detention of the law relating to partnership in our country, the actual disputes between partnership and the third party can not been settled appropriately. No doubt, the consummate apparent partnership in common law countries can in some degree enlighten us how to ameliorate the situation above. The basic rule of apparent partnership is as follow: when a person, who is not a partner, holds out in a certain way as a partner in an existing partnership or with one or more persons not actual partners, he is liable as if he were a partner to the third party who has given credit to the partnership on the faith of such representation. Apparent partnership origins from equitable law, and bases on the principle of estoppel, which is not a dependent business organization form, nor the willing arrangement between apparent partners and actual partners, but a kind of means by which the person behaving himself like a partner bears the responsibility of a partner.Referring to the related regulations of 1890 Partnership Act of UK and Uniform Partnership Act of US, from the angles of law interpretation and cases, the former part of this article introduces the conception, quality of apparent partnership, and analyses the key elements, usual forms as well as legal consequence of apparent partnership at large. The latter part changes the angle to the partnership condition nowadays in our country, pointing out we have the similar problems settled though apparent partnership in US and UK, such as, the ignorance of nullifying the registration after retiring from a partnership, partners and non-partners as cahoots by false conduct cheating the other party, the non-partners conducting like a partner etc. With regard to such problems exposed in our judicial practice, the writer firstly construes the actual measures, emphasizes the deficiencies, and clarifies the necessity of introducing apparent partnership. The author also stresses that it is feasible for our country to import this system. At this point, the article analyses that we have the legal principle which apparent partnership requires ---Appearance Theory, and by the comparative law means, introducessome legislations related to apparent partnership of several civil law countries, such as Taiwan district, Japan, Italy, France and Germany. Of course, when we transplant apparent partnership, the specific situation of our country should be established in, and the system should integrate our partnership practice, correspond and cooperate with other related legislations, in order to balance all parties' benefits reasonably, exert the inherent function of the system, and contribute to the economy development of our country.Anyway, it is a trend that apparent partnership will be gradually systematized in our country in the future, which is also what our judicial practice and the development of partnership require.