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Notice by change of


notice of the dissolution; and in favor of other persons until such dissolution has been advertised in a newspaper published in every county where the partnership, at the time of its dissolution, had a place of business, if a newspaper is there published, to the extent in either case to which such person's part with value in good faith, and in the belief that such partner is still a member of the firm.

NOTE.-Liability exists in favor of persons who have had dealings with (Mechanics' Bank vs. Livingston, 33 Barb., p. 458) and given credit (Vernon vs. Manhattan Co., 22 Wend., p. 183; Clapp vs. Rogers, 12 N. Y., p. 283; 1 E. D. Smith, p. 549) to the partnership, until they have had personal notice of the dissolution.Johnson vs. Totten, 3 Cal., p. 343; Williams vs. Bowers, 15 Cal., p. 321; Treadwell vs. Wells, 4 Cal., p. 260; Davis vs. Allen, 3 N. Y., p. 168; Parsons on Partnership, p. 426. A notice by public advertisement, in the usual way and to the usual extent, was, at common law, sufficient to protect the retiring partner against new customers.-Mowatt vs. Howland, 3 Day, p. 353; Taylor vs. Youngs, 3 Watts, p. 339; Shurls vs. Tilson, 2 McLean, p. 458; Mumit vs. Whinnery, 5 Bro. P. C., p. 489; Wrightson vs. Pullan, 1 Stark, p. 375; Martin vs. Walton, 1 McCord, p. 16.

2454. A change of the partnership name, which plainly indicates the withdrawal of a partner, is sufficient notice of the fact of such withdrawal to all persons to whom it is communicated; but a change in the name, which does not contain such an indication, is not notice of the withdrawal of any partner.

NOTE.-American Linen Thread Co. vs. Wortendyke, 24 N. Y., p. 550.



SECTION 2458. Powers of partners after dissolution.
2459. Who may act in liquidation.

2460. Who may not act in liquidation.
2461. Powers of partners in liquidation.
2462. What partner may do in liquidation.

2458. After the dissolution of a partnership, the powers and authority of the partners are such only as are prescribed by this Article.

NOTE. As to the effect at common law of dissolution upon the powers and authority of the partners, see Parsons on Partnership, p. 400.

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act in tion.

2459. Any member of a general partnership may Who may act in liquidation of its affairs, except as provided by liquidathe next section.

NOTE.-Chappell vs. Allen, 38 Miss., p. 213; Peacock vs. Peacock, 16 Ves., p. 57; Crawshay vs. Collins, 15 Ves., p. 227; Wilson vs. Greenwood, 1 Swanst., p. 480; Parsons on Partnership, p. 402.

not act in liquidation.

2460. If the liquidation of a partnership is com- Who may mitted, by consent of all the partners, to one or more of them, the others have no right to act therein; but their acts are valid in favor of persons parting with value, in good faith, upon credit thereof.

NOTE. If the liquidation is committed to one or more of the partners it does not enlarge their powers, but simply confines the power to them to the exclusion of the other partners. Therefore authority given to one partner "to close af business transactions of the late firm (Palmer vs. Dodge, 4 Ohio State, p. 21), "to settle up the business of the firm" (Parker vs. Cousins, 2 Gratt., p. 372; Long vs. Story, 10 Mo., p. 636; Martin vs. Walton, 1 McCord, p. 16; Parker vs. Macomber, 18 Pick., p. 505; Fellows vs. Wyman, 33 N. H., p. 351), "to settle all demands in favor of or against the firm" (Lockwood vs. Comstock, 4 McLean, p. 383), "to settle the business of the firm, and for that purpose to use their name" (National Bank vs. Norton, 1 Hill., p. 572), "to settle the business of the firm and sign its name for that purpose" (Hamilton vs. Seaman, 1 Hill., p. 185), “to use the name of the firm in liquidation only of past business (Martin vs. Kirk, 2 Humph., p. 529), confers no further power than such partner would have by the general principles of the law regulating partnerships.—Parsons on Partnership, p. 403. But in Myers vs. Huggins, 1 Strob., p. 473, the Court held that authority given to use the partnership name conferred greater power than would otherwise have existed, and that the jury might, as a question of fact, find from the course

Powers of partners in


What partner may do in liquidation.


of trade, the usage and custom of merchants, etc., whether this power extended to the renewal of a note which had been discounted at a bank previous to the dissolution.

A partner authorized to act in liquidation may collect, compromise, or release any debts due to the partnership, pay or compromise any claims against it, and dispose of the partnership property.

NOTE.-See Parsons on Partnerships, p. 404; and Ward vs. Barber, 1 E. D. Smith, p. 423.

2462. A partner authorized to act in liquidation may enter, in the name of the firm, into any obligation, by way of satisfaction of a partnership debt, or as a collateral security therefor; but he cannot make, draw, or indorse any other obligation in its name, nor revive a debt against the firm, by any acknowledgment, within the provisions of the CODE OF CIVIL PROCEDURE Concerning the times of commencing civil actions.

NOTE. The common law authorities upon the various points involved in this section are in conflict. They are collated and examined with great care by Mr. Parsons, in his work on Partnerships, p. 404, et seq.

Fictitious name.



SECTION 2466. Fictitious name.

2467. Style of foreign partnership.

2468. Continuation of style of firm having foreign business


2469. Certificates stating names, etc., what to contain, and

to be filed and published.

2470. Register of such firms to be kept by County Clerk. 2471. Certified copies of register, and proof of publication,

to be evidence.

2466. No partnership or person may transact business by a fictitious name, or in the name of a person

not interested in such business, except as prescribed

in this Article.

NOTE.-Enlarged 3 R. S. of N. Y., (5 ed.), p. 978;

see Parsons on Partnership, p. 266.

2467. A commercial partnership, established and Style of

transacting business in a place without the United partner-119

States, may use in this State the partnership name used by it there, although fictitious.

NOTE.-3 R. S. of N. Y. (5 ed.), p. 978. Modified to express more clearly the apparent intention of that



tion of

style of

firm having

2468. The name of a partnership, which has had Continuabusiness relations with places without the United States, may be continued in use by the persons succeeding to its business, and by their successors, upon compliance with the provisions of this Article, and with the consent of the persons, if living, whose names are used.

NOTE.-Founded upon 3 R. S. of N. Y. (5 ed.), p. 66.


names, etc., contain published.

what to

and to be filed and

2469. On every change of the persons continuing Certificates the use of a partnership name, under the last section, the person acquiring the right to use it must sign and acknowledge, before a proper officer for that purpose, a certificate stating the name of each person dealing under such name, and his place of residence, and must file the same with the Clerk of the county in which. their principal place of business is situated; and must publish such certificate, or a statement containing the substance thereof, once in each week for four successive weeks, beginning within one week after his first using such name, in a newspaper printed in the county, nearest the county (if none is printed in the county), in which such principal place of business is situated.

NOTE.-Based upon 3 R. S. of N. Y. (5 ed.), p. 67.


2470. Every County Clerk must keep a register of the names of firms and persons mentioned in the

Register of

such firms

to be kept

by County Clerk.


copies of register,

certificates filed with him, pursuant to the last section, entering in alphabetical order the name of every such partnership, and of each partner therein.

2471. Copies of the entries of a County Clerk, as herein directed, when certified by him, and affidavits of public of publication, as herein directed, made by the printer,

and proof

tion to be


publisher, or chief clerk of a newspaper, are presump

tive evidence of the facts therein stated.

NOTE.-Based upon 3 R. S. of N. Y. (5 ed.), p. 67.







Formation of special partnership.



SECTION 2477. Formation of special partnership.

2478. Of what to consist.

2479. Certified statement.

2480. Acknowledged and recorded. False statement.

2481. Affidavit as to sums contributed.

2482. No partnership until compliance.

2483. Certificate to be published.

2484. Affidavit of publication filed.

2485. Renewal of special partnership.

2477. A special partnership may be formed by two or more persons, in the manner and with the effect prescribed in this Chapter, for the transaction of any business except banking or insurance.

NOTE.-Stats. 1870, p. 123, Sec. 1. "The purpose of the law in permitting such a partnership," says Mr. Parsons, "is obvious. It is to encourage and facilitate

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