300 receipts is A liab 378. him for dition to nor liab 379. nish B' take po and hav money f individu which A sold at not liab may be neverthe the acts as being 380. him for B is not The tures c 387. classifi partne partne special A u combir 1 Beecl 2 Meeh 3 Harv 4 The : stitute f Business benefit. This class of partnerships has been very rare; and owing to this fact, strong evidence is essential to establish the unusual relation. A general partnership is one created for carrying on a general kind of business or several kinds of business. This class of partnerships is very common. A special partnership is one created for carrying out a single transaction. It is also called a particular partnership, or a joint adventure. EXAMPLES 381. A and B enter into an agreement to unite all their property of every description, and also their services, in carrying on the grocery business for their joint profit. The relation created is a universal partnership. 382. A and B enter into an agreement whereby each contributes $2,000, and his services in establishing and carrying on a shoe store for their joint profit. The relation created is a general partnership. 383. A and B unite their money and services in the purchase and re-sale of a certain lot of machinery for their joint profit. The relation created is a special partnership. 388. Classification of partners.-In a limited partnership there are always two classes of partners—general and special. A general partner is one who is liable for all the firm debts. A special partner is one whose liabilities are limited, usually to the amount of his contribution. The following illustrates the form of a certificate of limited partnership in the State of New York: We, whose names are severally undersigned, are desirous of renewing and continuing, and we do hereby renew and continue, beyond the time fixed for its duration, the limited partnership which was heretofore formed and now exists between us, under the name or firm of Post & Flagg,1 by making, severally signing and acknowledging, and causing to be filed and recorded in the Clerk's office of the County of New York, in the State of New York, this certificate by which such partnership is renewed and continued, pursuant to "An Act in relation to partnership, constituting chapter thirty-nine of the Consolidated Laws," and we do hereby certify and state: I. That the name or firm under which such partnership is to be conducted is Post & Flagg, and that the county wherein its principal place of business is to be located is the County of New York. II. That the general nature of the business intended to be transacted is a general commission and brokerage business, including the dealing in stocks, bonds and other securities, as generally carried on in the City of New York. III. That the names of all the general and special partners interested therein (all of whom are of full age) and their respective places of residence are as follows, to wit: George B. Post, Jr., who is a general partner, and who resides at Bernardsville, Somerset County, State of New Jersey. Arthur Turnbull, who is a general partner, and who resides in the City and County of New York. 1 It should be noticed that this certificate was executed for the purpose of renewing and continuing an old partnership which had consisted of two partners, Post and Flagg. Where a new partnership is formed the firm name should contain the names only of the general partners. Section 20 of the Partnership Law (Chapter XXXIX of the Consolidated Laws of the State of New York), provides in part: "Where any limited partnership shall hereafter be formed under the laws of this State, it may use the firm or corporate name of any general or limited partnership or of any corporation, domestic or foreign, which may theretofore have carried on its business within this State. Where said general or limited partnership or corporation is discontinued or shall be about to discontinue its business within the State, and where a majority of the partners, general or special, in either of such last mentioned co-partnerships, or of the survivors thereof, shall be members of the new limited co-partnership, or where a majority of the members of such co-partnership theretofore existing, or of the surviving members thereof, or where stockholders holding a majority of the stock of such corporation shall consent in writing to the use of such firm or corporate name by such new co-partnership." Benson B. Sloan, who is a general partner, and who resides in the City and County of New York. Alfred L. Dennis, who is a general partner, and who resides in Newark, Essex County, State of New Jersey. Neville G. Higham, who is a general partner, and who resides in the City and County of New York. Henry Shaw, who is a general partner, and who resides in Morristown, Morris County, New Jersey. Nathaniel L. McCready, who is a special partner, and who resides in the City and County of New York. IV. That the amount of capital which Nathaniel L. McCready, the special partner, has heretofore contributed to the common stock of said limited partnership is the sum of three hundred and fifty thousand dollars ($350,000), which he paid in cash, and that the said amount, namely, three hundred and fifty thousand dollars ($350,000) has been contributed by the said special partner to the common stock of the partnership as renewed and continued. V. That the time for which the said limited partnership is to be renewed and continued is five (5) years from December 31, 1910-on which date such renewed and continued partnership is to begin to January 1, 1916, and that the time at which, as so renewed and continued, it is to end is December 31, 1915. In witness whereof, we have hereunto set our hands and seals this thirtieth day of December, 1910. State of New York, County of New York, ss.: On the 30th day of December, in the year one thousand nine hundred and ten, before me personally came George B. Post, Jr., Arthur Turnbull, Benson B. Sloan, Neville G. Higham, Henry Shaw and Nathaniel L. McCready, all to me known and known to me to be the same persons described in and who executed the foregoing certificate, and they severally acknowledged to me that they executed the same. CHARLES A. NEVILLE, Notary Public, N. Y. Co. No. 38. State of New Jersey, County of Essex, ss.: On the 30th day of December, in the year one thousand nine hundred and ten, before me personally came Alfred L. Dennis, to me known and known to me to be the same person described in and who executed the foregoing certificate, and he duly acknowledged to me that he executed the same. OLIVER H. PERRY, Master in Chancery of New Jersey. Clerk's Office, County of New York, ss.: Let the terms of the foregoing limited partnership be published once a week for six successive weeks in the New York Law Journal and Mail and Express, two papers published and having a circulation in the County of New York. Dated New York, December 31, 1910. [SEAL] WM. F. SCHNEIDER, Clerk. Certificate of Clerk of the County of Essex, showing authority of master in chancery, attached. Marked, filed and recorded December 31, 1910, 9h. 25m. In ordinary partnerships the partners may be ostensible, dormant, secret, nominal, active or passive. An ostensible partner is one who holds himself out as a partner and is known as such. A dormant partner is one who is not known to third parties as a partner, who does not take an active part in the business, but who has an interest in it. He is also called a silent |