## Facts

- Two assumpsit actions were tried together against William C. Downs, sued in Rhode Island as a copartner of Joseph F. Downs & Co., a Havana, Cuba firm; the other alleged partner, Joseph F. Downs, was not served.
- Plaintiffs sought recovery for goods sold and delivered to the firm, and (in one action) on a promissory note made in the firm name.
- The firm conducted import business involving New York merchants: orders were placed from Havana or in New York, goods were shipped to Havana, and payment was to be made in New York.
- Downs denied being a general partner and claimed he was only a special partner under Cuban commercial law (Spanish Code of Commerce), with limited personal liability for firm debts.
- At trial, the court admitted a copy of the Spanish Code of Commerce and explanatory testimony to establish Cuban law on special partnerships.
- Evidence showed Downs had represented in New York (in summer 1865) that he was a partner, specifically a general partner, and that plaintiffs extended later credit in reliance on his personal responsibility.
- The trial court entered judgment for plaintiffs for a reduced amount, limiting recovery to goods advanced after, and because of, Downs’s representations; Downs excepted/appealed.

## Issues

1. Whether Cuban/Spanish commercial law could be proved by a copy of the Spanish Code of Commerce and testimony from a knowledgeable witness.
2. Whether the status and authority of partners in a Havana firm were governed by Cuban law, despite transactions involving New York ordering and payment.
3. Whether Downs’s representations that he was a general partner made him personally liable to creditors who extended credit in reliance on those representations, notwithstanding his special-partner status under Cuban law.
4. If liable by holding-out, whether liability was limited to debts incurred after and because of the representations.

## Decision

- The court affirmed judgment for plaintiffs in the limited amount awarded below ($2,054.61 plus costs).
- It held the copy of the Spanish Code of Commerce and explanatory testimony were competent to prove Cuban law on special partnerships.
- It held Cuban law governed the firm’s partnership status and the internal authority/liability rules for general and special partners.
- It held Downs was personally liable to the extent he held himself out in New York as a general partner and plaintiffs extended credit on the faith of that representation.
- It limited liability to the portion of the debt incurred after, and in reliance on, the holding-out.

## Legal Principles

- Foreign written law may be proved by a properly authenticated copy and testimony from a person skilled in that law; strict original-document demands are not applied rigidly to foreign statutes.
- The status of partners and internal partnership authority in a firm organized and operating in a foreign jurisdiction are governed by that jurisdiction’s law, even if related contracts are made or payable elsewhere.
- A person who represents himself as a general partner to third parties and induces them to extend credit is liable to those parties as a partner for obligations incurred in reliance on the representation.
- Partnership-by-estoppel liability is reliance-based and may be confined to debts incurred after the holding-out.

## Conclusion

The court recognized Cuban law as controlling the firm’s internal partnership structure and accepted flexible proof of foreign statutes, but imposed personal liability on Downs for post-representation credit because his New York holding-out as a general partner estopped him from asserting limited special-partner status against relying creditors.


Barrows v. Downs & Co., 9 R.I. 446 (R.I. 1870)