Thecommenda was a medieval contract which developed in Italy around the 13th century, and was an early form oflimited partnership.[1][2] The commenda was an agreement between an investing partner and a traveling partner to conduct a commercial enterprise, usually overseas.[3] The terms of the partnership varied, and are usually categorized by modern historians asunilateral commenda andbilateral commenda, based on the share of contributions and profits between the partners.[4] The bilateral commenda was known inVenice ascollegantia orcolleganza.[5] The commenda has been described as a foundational innovation in the history of finance and trade.[4][6][7]
The commenda was a partnership between an investing partner (called thecommendator, orsocius stans) and a traveling partner (called thetractator orsocius procertans).[8] The investing partner would provide thecapital and the traveling partner would execute a commercial enterprise (generallymaritime transport), the initial capital would be returned to the investing partner and the remaining profits would then be split.[9] The commenda was in essence as joint-stock company for the financing of a single expedition.[7] Depending on the contribution of the traveling partner, historians define two types of commenda:
Unilateral commenda: the investing partner would contribute the capital and a traveling partner none; the profits would be split three fourth for the investing partner and one fourth for the traveling partner.[10] The investing partner bore all liability for loss, while the traveling partner bore none.[4] The Statutes ofMarseille of 1253 state protected the traveling partner against lawsuits following shipwreck or capture of the ship.[4] It was calledcommendatio in Venice.[8]
Bilateral commenda, the investing partner would put up two-thirds of the capital and the traveling partner one third, and the profits would be split evenly.[10] The investing partner bore two-thirds of any loss, while the traveling partner bore one third.[4] It was calledcolleganza orcollegantia in Venice andsocietas in Genoa.[8][1]
Each individual contract was different, and sometimes the investment was ashare in a ship.[10]
The origins of the commenda are debated, and likely derived from several sources including the Babyloniantapputûm, the Greco-Romansocietas consensu contracta andfoenus nauticum, the Byzantinechreokoinonia, the Muslimqirad, and the Jewish 'isqa.[11][12][1] Although it has precedent in these previous types of contracts, the commenda has peculiarities of its own.[1] The first mention of the Venetiancolleganza dates to 1073, but it had been used since the 10th century.[13][8] By the 12th century, thecommendatio had supplanted thecolleganza in Venice.[8]
