Vanhorn v. Corcoran

Citations

• 127 Pa. 255
• 18 A. 16
• 1889 Pa. LEXIS 1110

Syllabus

<p>[To be reported.]</p> <p>1. The act of May 1, 1876, P. L. 89 (supplementary to the limited partnership act of June 2, 1874, P. L. 271), authorizing subscriptions to the capital of a limited partnership to be made in property other than cash, contemplates property available for the business of the company a,nd for the payment of its creditors.</p> <p>2. The certificate mnst set forth, in its statement, sueh a description of the property contributed as yvill enable creditors to ascertain precisely of what the property consisted, and to judge of its value; otherwise, the requirements of the act as to a description of the property are not complied with.</p> <p>3. Where the statement of the recorded certificate showed that a subscriber “ paid in merchandise, lumber, book accounts and bills receivable, transferred to this association, $21,609.18, and in cash $3,390.82, making a total subscription $25,000,” the description of the property contributed was insufficient.</p> <p>4. In sueh case, it was made to appear that the $21,609.18, so contributed, represented the difference between the estimated assets and liabilities of a firm subscribing to the capital of the association, and if the statement had certified “ in this respect according to the fact,” the organization would have been defective.</p> <p>5. Parties doing business as a limited partnership under a defective certificate of organization, are liable as general partners to a common law action, and creditors are not confined to the remedy provided by § 2, of the act of June 2, 1871.</p>