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§ 482. Withdrawal of capital.-The withdrawal of his capital by the limited partner before the satisfaction of all of the demands against the partnership is forbidden by the statutes, under penalties which range from a liability to restore it to the incurring of the liability of a general partner.

§ 483. Special partner as a creditor.-Many of the statutes contain provisions that no special partner shall be paid as a creditor until all the other creditors of the firm are satisfied. Whether this prohibition refers to a claim for the restoration of his capital merely, or extends to later loans, etc., made to the firm, is in dispute.12

§ 484. Renewal.-The statutes commonly provide for renewing the partnership at the expiration of the original term, and this may be done usually by making a renewal of the certificate, publication and record. Whether upon such renewal it must be the fact that the capital originally contributed is still intact and unimpaired (under the penalty, if it is not, of charging the special partners like general partners), is the subject of a sharp conflict in the cases, which does not seem to be referable merely to differences in phraseology.13

§ 485. Dissolution and notice. If not renewed, the limited partnership comes to an end as a limited partnership at the

Co. v. Daly (1891), 46 Kan. 504, 26
Pac. 1042, Gilm. Cas. 625; Sharp v.
Hutchinson (1885), 100 N. Y. 533,
3 N. E. 500, Mechem's Cas. 718;
Jaffe v. Krum (1885), 88 Mo. 669,
Mechem's Cas. 716, Gilm. Cas. 626.

12 That it applies to all claims, see Jaffe v. Krum (1886), 88 Mo. 669, Mechem's Cas. 716, Gilm. Cas. 626; Dunning's Appeal (1863), 44 Pa. 150. Contra: Clapp v. Lacey (1868), 35 Conn. 463, Burd. Cas. 611.

13 That it must be unimpaired, see Haddock V. Grinnell Mfg. Co.

(1885), 109 Pa. 372, 1 Atl. 174; Fourth St. Nat. Bank v. Whitaker (1895), 170 Pa. 297, 33 Atl. 100, Burd. Cas. 655. Under the statute as amended: Durgin v. Colburn (1900), 176 Mass. 110, 57 N. E. 213, Mechem's Cas. 713. That the renewal refers merely to the fact of original contribution, see Fifth Ave. Bank v. Colgate (1890), 120 N. Y. 381, 24 N. E. 799, 8 L. R. A. 712, 4 Silvernail Ct. App. 544; Hogan v. Hadzsits (1897), 113 Mich. 568, 71 N. W. 1092, Burd. Cas. 600.

time designated, and if continued afterward it will be as a general partnership. It may also be terminated before that time. by operation of law or the act of the partners, like general partnerships.14 Where it is so terminated before the time limited has expired, and no statutory provision for notice is made, notice must usually be given in the same cases and manner as upon the dissolution of a general partnership; though where it is terminated by the act of the partner before the expiration of the stipulated term, the statutes usually require that notice shall be published and recorded like the orginal certificate. Where it comes to an end by expiration of the time fixed, no notice is necessary, as the published and recorded certificate gives notice to all the world.

14 See the discussion in Ames v. Downing (1850), 1 Bradf. Sur. (N. Y.) 321, Burd. Cas. 606, Gilm. Cas.

610, wherein it is held that the death of the limited partner dissolves the partnership.

1

APPENDIX A

UNIFORM PARTNERSHIP ACT

PART I.

PRELIMINARY PROVISIONS.

SECTION 1. [Name of Act.] This act may be cited as Uniform Partnership Act.

SEC. 2. [Definition of Terms.] In this act, "Court" includes every court and judge having jurisdiction in the case.

"Business" includes every trade, occupation, or profession.

"Person" includes individuals, partnerships, corporations, and other associations.

"Bankrupt” includes bankrupt under the Federal Bankruptcy Act or insolvent under any state insolvent act.

"Conveyance" includes every assignment, lease, mortgage, or encum

brance.

"Real property" includes land and any interest or estate in land. SEC. 3. [Interpretation of Knowledge and Notice.] (1) A person has "knowledge" of a fact within the meaning of this act not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith.

(2) A person has "notice" of a fact within the meaning of this act when the person who claims the benefit of the notice

(a) States the fact to such person, or

(b) Delivers through the mail, or by other means of communication, a written statement of the fact to such person or to a proper person at his place of business or residence.

SEC. 4. [Rules of Construction.] (1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this act.

(2) The law of estoppel shall apply under this act.

(3) The law of agency shall apply under this act.

(4) This act shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it. (5) This act shall not be construed so as to impair the obligations of 417

Mech. Part.-27

any contract existing when the act goes into effect, nor to affect any action or proceedings begun or right accrued before this act takes effect.

SEC. 5. [Rules for Cases not Provided for in this Act.] In any case not provided for in this act the rules of law and equity, including the law merchant, shall govern.

PART II.

NATURE OF A PARTNERSHIP.

SEC. 6. [Partnership Defined.] (1) A partnership is an association of two or more persons to carry on as co-owners a business for profit.

(2) But any association formed under any other statute of this state, or any statute adopted by authority, other than the authority of this state, is not a partnership under this act, unless such association would have been a partnership in this state prior to the adoption of this act; but this act shall apply to limited partnerships except in so far as the statutes relating to such partnerships are inconsistent herewith.

SEC. 7. [Rules for Determining the Existence of a Partnership.] In determining whether a partnership exists, these rules shall apply:

(1) Except as provided by section 16 persons who are not partners as to each other are not partners as to third persons.

(2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property.

(3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived.

(4) The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment:

(a) As a debt by installments or otherwise,

(b) As wages of an employee or rent to a landlord,

(c) As an annuity to a widow or representative of a deceased partner,

(d) As interest on a loan, though the amount of payment vary with the profits of the business,

(e) As the consideration for the sale of the good-will of a business or other property by installments or other-wise.

SEC. 8. [Partnership Property.] (1) All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership is partnership property.

(2) Unless the contrary intention appears, property acquired with partnership funds is partnership property.

(3)

name.

Any estate in real property may be acquired in the partnership
Title so acquired can be conveyed only in the partnership name.

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