Blumenthal Bros. & Co. v. Whitaker

Citations

• 170 Pa. 309
• 33 A. 103
• 1895 Pa. LEXIS 1404

Syllabus

<p>Partnership — Limited partnership under the act of March 21, 1836— Liability of special partner — False certificate — Affidavit of defense.</p> <p>In an action against a special partner of a limited partnership under the act of March 21, 1836, P. L. 143, to hold him liable as a general partner, where the statement avers that a renewal certificate had been filed falsely averring that the capital of the firm was unimpaired, an affidavit of defense is sufficient to prevent judgment, which avers on information and belief that the certificate was not false, and that defendant expected to be able to prove that when the certificate was filed the special capital remained unimpaired and undiminished.</p> <p>Limited partnership — Form of certificate — Act of March 30, 1865.</p> <p>Under the act of March 30, 1865,. P. L. 46, which requires that in the certificate required to be filed by special partnerships under the act of March 21, 1836, the nature and value of the goods contributed shall be fully set forth and described, a certificate is insufficient to relieve a special partner from general liability which merely sets forth that “ the amount of the capital stock contributed by said special partners is two hundred thousand dollars, one half thereof being in goods and merchandise.” A creditor is entitled to have such a statement in detail of the nature and value of the goods or property contributed as cash, as will enable him to form his own judgment as to its value. In this particular there is no distinction between the acts of 1874, P. L. 271, and 1876, P. L. 89, and the acts of 1836 and 1865.</p> <p>Limited partnership — Renewal certificate — Reference to appraisement.</p> <p>Where the original certificate filed by a special partnership under the act of March 21, 1836, is fatally defective in having no statement of the nature and value of the goods contributed, a renewal certificate which refers to a detailed statement of the merchandise and its value as filed in the c