take jurisdiction to wind up the affairs and declare the firm dissolved. As stated before, if the partners could agree upon a dissolution for such cause, there would of course be no reason for proceeding in court. We assume, now, that they do not agree upon a dissolution, or else are at difference on the matter of their mutual rights and liabilities. Sec. 73. DISSOLUTION BY JUDICIAL DECREE ON ACCOUNT OF PARTNER'S INCAPACITY. Where one partner becomes seriously incapacitated, the courts will decree dissolution. When a partner for any reason, becomes incapacitated from performing his duties, the other partner may have the Court decree that the partnership is dissolved. Sec. 74. DISSOLUTION BY JUDICIAL DECREE BECAUSE OF PARTNER'S MISCONDUCT. If one partner is guilty of serious misconduct the other partners have a right to a dissolution. For misconduct of one member of the firm, the other partners have a right to have the firm dissolved. Such misconduct must be wilful and serious. For slight errors or lapses, the right would not exist. DECREE Sec. 75. DISSOLUTION BY JUDICIAL BECAUSE OF FINANCIAL FAILURE OF THE ENTERPRISE. If the firm is operating at a loss and no relief is in sight a court of equity will decree a dissolution. Where a firm is a financial failure and no relief is in sight, but it appears that it must go on losing money, any partner may compel the others to a dissolution, by filing his bill in equity and setting up such fact. Sec. 76. DISSOLUTION BY WAR. Where partners are residents in different countries which engage in war the partnership is thereby dissolved. War, which renders a continuance of business intercourse impossible between partners who are resident in, or citizens of, the opposing countries, dissolves the partnership.76 76. Hugh Stevenson & Sons, Ltd. v. Aktiengesellschaft, etc. (1917), 1 K. B. 842, and note 7 British Ruling Cases 618. PART VI. CHAPTER 13. LIMITED PARTNERSHIPS. Sec. 77. DEFINITION. A limited partnership is a partnership formed under some statute compliance with which entitles some of the partners known as special partners to have a limited liability both to the partnership and its creditors. In some of the states statutes have been passed permitting the organization of partnerships, some of the members of which shall have only a limited liability, much after the manner of stockholders in a corporation. These statutes provide that there shall be one or more partners known as general partners who shall be fully liable for the firm debts, and special partners, who shall have no liability beyond the amount of their subscriptions. The formation of such partnerships is not very extensive, as incorporation serves the purpose of limiting liability more effectually than these statutes, and also brings other advantages. Sec. 78. THE UNIFORM LIMITED PARTNERSHIP ACT. The Uniform Limited Partnership Act provides for the organization of a partnership having as members one or more general and one or more limited partners to be effective in its limitations upon making and properly filing a certificate containing the provisions designated in the law. (1) Limited partnership act recommended by commis sioners. The Uniform Limited Partnership Act was adopted and recommended for enactment by the Commissioners on Uniformity of Legislation in 1916. It has so far been adopted by several states as indicated in Appendix B, post, where the act is set out in full. (2) Must be partners of general liability. Under limited Partnership Act which is for purpose of permitting membership in partnerships with limited liability to the member, there must be one or more partners with general or unlimited liability for the debts of the partnership (3) Certificate. To create a limited partnership a certificate must be signed and sworn to by two or more persons which shall designate the character of the business, the name of the partnership, and the other items set forth in section 2 of the act which are hereby referred to. The certificate above described must be filed for public record in the office indicated in the act. This operates as notice to every one that such partnership has members with limited liability. (4) Reference to Uniform Act. The Uniform Limited Partnership act is set out herein as appendix B, page 121. It is not thought necessary or desirable to make extended comment thereon. |