160 Pa. 85 | Pa. | 1894
Opinion by
The defendants, sued as general partners, denied their liability as such and claimed to be a limited partnership association properly organized under the act of June 2, 1874, P. L. 271, and its supplement of May 1, 1876, P. L. 89. They thus assumed the burden of setting forth in their affidavit of defence such compliance with the provisions of the act as entitled them to the benefit of exemption from liability as general partners. Instead of doing so, however, we think their affidavit discloses noncompliance with the requirements of the act and its supplement, in two important particulars: (1) That at least part of the property alleged to have been contributed as capital is not such property as is contemplated by the supplement of 1876; and (2) that they have not properly scheduled all the property which is alleged to have been subscribed or contributed to the capital of the association.
In Exhibit D, which is attached to and made part of the affidavit of defence, it appears that “ the total amount of cap
The schedule referred to is headed thus: “ Schedule of personal property contributed by Samuel C. Kent, Thomas Gawthrop, John N. Remsen, Samuel K. Chambers, J ohn J. Chambers, George R. Chambers and Mary R. Jackson, having been purchased by them of the R. B. Chambers Co., Limited, subject to the payment of its debts and liabilities, and in the same manner with all the bills receivable and book accounts, late of said company, contributed to J. N. Remsen & Co., Limited, as part of the capital of said association, as follows: ”
Then follows an itemized inventory and appraisement of numerous articles of personal property aggregating $3,874.90. To this is appended the following:
“ Summary Statement.
Capital invested ...... $3,900.00
Notes and accounts payable .... 2,468.92
Profit in stock ...... 21.01
$6,389.93
Stock per inventory $3,874.90
Bills receivable . 2,206.17
Cash in bank . 308.86 $6,389.93 ”
It is manifest from their own showing that much of the so-called property subscribed and contributed by the defendants
Substantially the same principle is recognized in Maloney v. Bruce, 94 Pa. 249; Rehfuss v. Moore, 134 Pa. 462; Cock v. Bailey, 146 Pa. 328; Laflin & Rand Co. v. Steytler, 146 Pa. 443 ; Gearing v. Carroll, 151 Pa. 79. In the latter the description of property contributed contained estimated valuations of certain contracts which were “ subject to further expenses.”
The learned judge of the common pleas was entirely correct in the view he took of the case.
Judgment affirmed.