In re Assignment of the Mill Work & Mantel Co.

Citations

• 4 Pa. Super. 106
• 1897 Pa. Super. LEXIS 90

Syllabus

<p>Assignment for creditors — Partners.</p> <p>An assignment for benefit of creditors executed by one or more partners is sufficient to pass the property of -the general partnership to the assignee unless the other partners positively dissented therefrom: Hodenpuhl v. Hines, 160 Pa. 466, followed.</p> <p>Limited partnership — Essential requisites — General liability.</p> <p>The members of a limited partnership association will be held to be general partners when the statement filed was materially untrue and a subscription book had never been kept as required by the Act of June 2, 1874, P. L. 271.</p> <p>Limited partnership — Immunity from liability — When and how to be challenged.</p> <p>A limited partnership association is treated in the statute as a partnership which, upon the performance of certain acts, shall possess specified rights and immunities; and where persons enter into a business venture and seek immunity from liability by association as such copartnership limited and fail to comply with its terms, by virtue of such noncomplianee, they remain general partners.</p> <p>•In the distribution of a fund arising from an assignment for creditors made by what purported to be a limited partnership the creditors have the same right to show want of compliance with the statute as though they were proceeding by action against the members as general partners.</p> <p>Assignment for creditors — Distribution—Binding effect of judgment— Evidence.</p> <p>If the members of a proposed limited partnership do not comply strictly with the law an attempt to form a limited partnership is a failure and confers upon them no rights of immunities under the statute.</p> <p>While it is true that judgments regular on their face cannot be questioned before an auditor by the creditors it is competent for creditors to adduce evidence showing that the fund for distribution is of such a character that it may not be applied to a particular judgment.</p> <p>Assignment for creditors — Partnersh