character of an innocent purchaser, for value, of commercial paper, so as to cut off equities and defenses to the same; but, so far as we can see, that rule has no relation to this case. There can be no dispute of the proposition that the title to the flour was in the appellee and not in the milling company, and the application of rules of law to the facts necessarily led to the judgment of the Appellate Court in favor of appellee. The judgment of the Appellate Court is affirmed. CHARLES S. LEEDS ບ. GEORGE P. TOWNSEND. Opinion filed June 19, 1907-Rehearing denied October 9, 1907. 1. PARTNERSHIP-when question of partnership is determined by acts of parties. In determining whether a partnership exists, if the agreement is not in writing, the intention of the parties must be ascertained from their language and conduct. 2. SAME―agreement to share losses is not essential to partnership. An agreement to share in losses as well as in profits is not essential to the creation of a partnership, particularly in an enterprise such as promoting a railroad, where no losses are contemplated outside of labor and personal expenses. 3. SAME-when partnership is not based on a contract opposed to public policy. A partnership agreement to promote a railroad company, organize a construction company and secure the contract for construction at a greater price than required to build the road, take stock and bonds of the railroad in payment and share in the profits thus made, is not, as between the partners, void as against public policy, where the stock was not subscribed and paid for, and the stock and bonds, whatever their face value, only represented the actual work done by the construction company, which used them to raise funds to build the road. 4. SAME when "salary" must be treated as profits. Where parties enter into a partnership to promote and construct a railroad and share in the profits of the enterprise, and one partner agrees to devote his time, without charge, to securing persons to finance the road, if such partner, in making the contract for funds, secures an allowance of a certain number of shares of stock and a certain sum in cash as "salary" for his services in promoting the deal, both stock and salary are profits, in which the other partner is entitled to share. 5. Appeals and ERRORS-contract against public policy will not be enforced, even though parties have not raised the point on appeal. While it is the general rule that a point not urged in the Appellate Court cannot be urged upon further appeal to the Supreme Court, still if a contract which is involved in the case is clearly in violation of law or against the declared public policy of the State the court may refuse to lend its aid in enforcing it, without regard to whether the parties themselves have raised the question of public policy involved or not. WRIT OF ERROR to the Branch Appellate Court for the First District;-heard in that court on writ of error to the Superior Court of Cook county; the Hon. JEsse Holdom, Judge, presiding. OLIVER R. BARRETT, for plaintiff in error. HECKMAN, ELSDON & SHAW, and CARNAHAN, Slusser & Cox, for defendant in error. Mr. JUSTICE VICKERS delivered the opinion of the court: This suit was commenced by a bill in chancery in which George P. Townsend is complainant and Charles S. Leeds defendant. The bill alleges that a partnership or joint enterprise was entered into between complainant and defendant and prays for an accounting. The answer denies the partnership, and alleges that Townsend's remedy, if any, is adequate at law. The superior court of Cook county found that a partnership existed, and decreed that Townsend was entitled to 1181⁄2 shares of stock as profits in the enterprise. From this decree Leeds appealed to the Appellate Court for the First District, where the case was reversed upon cross-errors assigned by Townsend, the Appellate Court holding that Townsend was entitled to the 118 shares of stock and also to one-half of $5000 cash that had been received by Leeds as salary. (See Leeds v. Townsend, 89 Ill. App. 646.) When the cause was re-instated in the superior court a decree pro forma was entered in accordance with the mandate of the Appellate Court. From this decree the cause was again appealed to the Appellate Court for the First District, where the decree was affirmed. The cause is before this court on a writ of error to review the judgment of the Appellate Court for the First District. On or about November 15, 1894, plaintiff in error and defendant in error entered into a verbal partnership agreement for the promotion, construction, equipment and operation of an electric surface railroad from Chicago to Aurora, Illinois. By this agreement plaintiff in error was to devote his time to securing franchises, rights of way and to financing the enterprise. Defendant in error was to furnish plans and data and to devote such time as he could outside of his other regular employment. A charter was obtained for a railroad with a capital of $1,250,000, and subsequently a construction company was organized with a capital of $100,000. The evidence shows that plaintiff in error and defendant in error were to control the construction company, and the contract for the construction of the railroad was assigned to the construction company by Leeds, who had secured it in the first instance from the railroad company. The construction company was paid in stock and bonds of the railroad company a sum largely in excess of the actual cost of construction. The stock and bonds received by the construction company were used for the purpose of raising funds to construct the road. The profits in controversy are 237 shares of stock received by Leeds from the construction company, being profits claimed to belong to the partnership resulting from the enterprise. Plaintiff in error also received $5000 in cash, which he claims was paid him for his services in connection with the promotion and organization of these corporations. There is no dispute about the receipt by plaintiff in error of the 237 shares of stock and the $5000 in cash, but he denies that defendant in error is entitled to one-half, or any other portion, of the profits made out of the promotion and construction of this railroad. Plaintiff in error's contention is that a court of chancery has no jurisdiction, for the reason that the evidence does not establish the existence of a partnership; that if a partnership existed it was formed for the purpose of securing profits from a contract fraudulent in fact and opposed to public policy; and lastly, that the court erred in awarding defendant in error one-half of the $5000 salary, even if it be conceded that plaintiff in error's other contentions cannot be sustained. Defendant in error testified that he had spent a great deal of time in investigating and in maturing a scheme to construct an electric railroad from the western limits of Chicago through intermediate towns to Aurora; that he had accumulated and prepared the data relating to the cost of construction, but being unable to give the enterprise his personal attention owing to other engagements, he laid the matter before plaintiff in error and proposed to take him into the enterprise and give him a half interest if he would devote all his tinte to the enterprise. Defendant in error agreed to furnish a prospectus and any data required and devote as much time as possible outside of his regular employment, but for business reasons was not to be openly connected with the project. Defendant in error testifies that Leeds, after consideration, accepted the proposition and went to work to interest capital. Both parties agree that the anticipated profits were to come from stock and bonds. Both parties agree that plaintiff in error was to find persons who were willing to put up the money to construct the road for an interest in the property, and that Leeds was to pay his own expenses while endeavoring to enlist capital in the enterprise. Defendant in error testified that from his experience he expected that there would be a large profit in the construction of this road, and that it was agreed between the parties that whatever was left after the expense of building and other expenses would go to the construction company, and that he and plaintiff in error would take their share of whatever was left in the hands of the construction company. It is also shown that plaintiff in error went to New York a number of times for the purpose of interesting capitalists in this enterprise. The evidence shows that when the parties were in Chicago they were in almost daily communication with each other about this enterprise, and that when plaintiff in error was in New York he kept in touch with the defendant in error by correspondence, reporting in detail his progress in seeking to interest capital. Under date of January 8, 1894, he wrote defendant in error that "as this is your idea I hardly feel at liberty to depart from the lines laid down for the distribution of profit without your consent." In reply to this defendant in error said: "I have the fullest confidence that you will protect our mutual interests in every possible way. If we can get the right kind of people in with us at the start we are O. K., as there are many ways in which we can make a profit out of the enterprise over and above our direct interest." Under date of January 12, 1894, plaintiff in error wrote defendant in error: "The 'air people' will furnish cars and the compressing plant complete, to be paid for only if O. K., and will take their entire pay in bonds if our project will hold water." In the same letter plaintiff in error urges defendant in error to get the matter of right of way and franchises in better shape. The correspondence between the parties continued, in which their mutual interests were referred to, and the impression produced by reading these letters is that there was a perfect understanding between the parties and leaves no doubt that they considered themselves full partners in this enterprise. Defendant in error testified that plaintiff in error never denied the partnership until this suit was brought. In our opinion the |