Legal Definitions - commendam

The term commendam refers to two distinct legal concepts, one historical and ecclesiastical, and the other related to business partnerships.

• Historical Ecclesiastical Law: In historical ecclesiastical law, a commendam was a temporary arrangement where a vacant church office, known as a benefice, along with its associated income and duties, was held by a cleric, often a bishop, until a permanent appointment could be made. This allowed the temporary holder to receive the revenues from the benefice, which could be a significant source of income. This practice was abolished in England in 1836.

  • Example 1: During the 17th century, if a wealthy parish in a rural area suddenly lost its rector due to illness or death, the local diocese might have granted the parish's benefice in commendam to a neighboring bishop. This meant the bishop would temporarily manage the parish's assets, oversee its spiritual duties (often delegating them), and collect the income generated from its lands and tithes, all while the diocese searched for a suitable permanent rector, a process that could take several years.

    Explanation: This scenario illustrates a higher-ranking cleric (the bishop) temporarily holding a vacant church position (the parish's benefice) and its financial benefits (income from lands and tithes) until a permanent replacement was found, which is the essence of a historical ecclesiastical commendam.

• Partnership in Commendam: This term refers to a type of business structure, particularly found in civil law jurisdictions, that is essentially equivalent to what is known as a limited partnership in common law systems. In a partnership in commendam, there are two types of partners: general partners, who manage the business and have unlimited liability, and limited partners (or "partners in commendam"), who contribute capital but do not participate in management and whose liability is limited to the amount of their investment.

  • Example 2: A group of entrepreneurs in a country with a civil law system decides to launch a new restaurant. They structure their venture as a partnership in commendam. The head chef and the business manager become the general partners, responsible for daily operations and personally liable for all business debts. Several wealthy investors contribute capital to fund the restaurant's startup costs, but they do not participate in its management. These investors are the "partners in commendam," meaning their financial risk is limited solely to the amount of money they invested, protecting their personal assets from the restaurant's liabilities.

    Explanation: This example demonstrates a business arrangement where some partners (the chef and manager) have full control and unlimited liability, while others (the wealthy investors) provide funding with limited liability and no management role, which is the defining characteristic of a partnership in commendam (or limited partnership).