302 HARVARD LAW REVIEW. cial partner is not personally liable for any debts of the firm. By the Revised Statutes and the charter of the Northern Railroad, each member of that incorporated partnership was personally liable for all the debts of the firm. Under the subsequent modification of the personal liability law,^ that company did not cease to be an incorporated partnership. Before the liability of the stockholders was limited, they were joint principals in the business of a com- mon carrier on their road between Concord and Lebanon, sharing the profits and losses of that business ; and such principals are partners.^ Since their liability was limited, they have been joint principals in the same business, sharing all the profits and all the losses that have happened. They have shared all the profits and all the losses because they have been partners. They are part- ners, not because they share profit and loss, but because the busi- ness is theirs, and is carried on for them by their agents.^ Their partnership relation was not extinguished by the statutory limita- tion of the amount of loss they are liable to share. Whether incorporated or not, a partnership may be limited in respect to liability as well as agency. The Northern Railroad, though not originally limited as to personal liability, was limited as to the number of partners au- thorized to act as agents of the firm. The management was vested in seven directors chosen annually. The business of the firm was their transportation of passengers and freight on their road between Concord and Lebanon ; and the directors were made the agents of the firm for the transaction of that business.* The majority of the firm having sold an estate of ninety-nine years in the property of which they and the objecting minority hold the equitable title, it is for the majority to justify the sale by showing their power to act for the minority. Of power pass- ing directly from the minority to the majority, the defendants offer no oral evidence, and no written evidence but the charter. The partnership contract, written in the charter, makes no express mention of the majority; but when it provides that seven directors shall be chosen by ballot at the annual meeting of the stockhold- ers, the meaning is that the choice shall be made by major vote. 1 Gen. Laws, ch. 149, 150; C. Bank v. Fiske, 60 N. H. 363. 9 Farnura v. Patch, 60 N. H, 294, 326; Burke v. Concord Railroad, 61 N. H. 160, 243- 8 Eastman v. Clark, 53 N. H. 276 ; Parchen v. Anderson, 5 Montana, 438. 4 Laws, 1844, ch. 190, §§ 2, 3, 4, 5, 8.
