Facts of the case --

          In this case, Mr. Smith and his son were carrying on partnership business as 'M/s. Smith and son. Owing (due) to financial difficulties, they assigned the business to their creditors and executed an agreement/ document to the effect. According to the agreement, the business was to be managed by five trustees representing the creditors under the name of 'Stanton Iron Co'. The trustees include Cox and Haywood. The net income/profit (after paying off the creditors) was to be distributed by the trustees. After all the creditors had been paid off, the business had to be re transferred to M/s. Smith and son. The creditors were empowered to discontinue the business or to make rules for conducting the business. While the business was being managed by the trustees, Hickman, plaintiff in this case supplied goods to the firm (and draw a bill , which was accepted by Haywood I.e. Haywood had undertaken to pay) Cox did not accept the trusteeship and did not take part in the transaction. Hickman sued the firm for payment treating Cox and Haywood as partners.

Judgment ----

        The House of Lords Held that there was no partnership and Cox was not liable. Lord Cranworth held that participation in profits is not the decisive test of a partnership. The true test is, whether there exists 'mutual agency' between/among the partners.


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