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Justinian I · The Digest of Justinian §17.2.29.pr-17.2.29.2

Unequal Shares in Partnership and Leonine Partnerships

Passage 2531 of 9271 · Latin

Summary

Discusses the validity of unequal shares based on contributions and partnerships where one partner bears no loss, while declaring "leonine partnerships"—where one only gets profits and the other only losses—to be invalid.

[ULPIANUS libro trigesimo ad Sabinum. ] §17.2.29.prSi non fuerint partes societati adiectae, aequas eas esse constat.
[ULPIANUS in his thirtieth book on Sabinus] If the shares have not been added to the partnership, it is established that they are equal.
si uero placuerit, ut quis duas partes uel tres habeat, alius unam, an ualeat? placet ualere, si modo aliquid plus contulit societati uel pecuniae uel operae uel cuiuscumque alterius rei causa.
But if it is agreed that one should have two or three shares, and another one, is it valid? It is accepted that it is valid, provided only that he has contributed something more to the partnership, either on account of money, or of labour, or of any other thing.
§17.2.29.1Ita coiri societatem posse, ut nullam partem damni alter sentiat, lucrum uero commune sit, Cassius putat: quod ita demum ualebit, ut et Sabinus scribit, si tanti sit opera, quanti damnum est: plerumque enim tanta est industria socii, ut plus societati conferat quam pecunia, item si solus nauiget, si solus peregrinetur, pericula subeat solus.
Cassius thinks that a partnership can be entered into in such a way that one partner suffers no share of the loss, while the profit is common; which will be valid only if, as Sabinus also writes, the labour is of as much value as the loss; for often the industry of a partner is so great that he contributes more to the partnership than money, likewise if he alone voyages, if he alone travels abroad, and undergoes dangers alone.
§17.2.29.2Aristo refert Cassium respondisse societatem talem coiri non posse, ut alter lucrum tantum, alter damnum sentiret, et hanc societatem leoninam solitum appellare: et nos consentimus talem societatem nullam esse, ut alter lucrum sentiret, alter uero nullum lucrum, sed damnum sentiret: iniquissimum enim genus societatis est, ex qua quis damnum, non etiam lucrum spectet.
Aristo reports that Cassius answered that such a partnership cannot be entered into, that one should experience only profit, and the other only loss, and that he was accustomed to call this a "leonine partnership"; and we agree that such a partnership is void, where one should experience profit, and the other indeed no profit, but only loss; for it is a most inequitous kind of partnership, from which someone should expect loss, and not also profit.

Notes

  1. §17.2.29.prduas partes uel tres — In Roman fraction notation, when the denominator is omitted, `duas partes` often means "two-thirds" (two parts out of three) and `tres partes` "three-quarters". Here, it refers to an agreement of unequal shares, meaning either "one has two-thirds or three-quarters, and another has the remaining part" or simply "one has two or three shares and the other has one".
  2. §17.2.29.1quod — A relative connection (qui at the beginning of a sentence used connectively) referring back to the previous sentence (Cassius' opinion that a partner can bear no loss while sharing profits) and serving as the subject of the main clause.
  3. §17.2.29.1tanti... quanti — Genitive of value. `tanti` and `quanti` are used correlatively, indicating that "the labour (opera) is of equivalent value to the loss (damnum)".

Cite this passage

Justinian I, The Digest of Justinian §17.2.29.pr-17.2.29.2. Humanitext Reader, https://reader.humanitext.ai/en/text/urn:cts:latinLit:phi2806.phi002.humanitext-lat1:17.2.29.pr-17.2.29.2

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