127 Mass. 291 | Mass. | 1879
The plaintiff and Benjamin E. Bates were special partners in the firm of Leland, Allen & Bates. Before
Being a special partner, the plaintiff is not liable for the debts of the limited partnership; but in case the assets are insufficient to pay the debts, as special partner he may be held responsible for all sums withdrawn by him. Gen. Sts. e. 55, § 8.
The bill alleges “ that certain interest on the capital contributed by him” has been drawn out, the amount of which is not stated; and it is not contended that the plaintiff can be liable for any sum beyond this, whatever it may be. But the bill nowhere alleges that the firm is insolvent, or that the assets are insufficient to pay the debts, or that the conduct of the general partner in settling the partnership is such that they will be insufficient. The substance of the allegations is, that, while the general partners have paid a portion of the debts, they have not used due and proper diligence in the conversion of assets, and the settlement of the affairs of the firm, and do not agree with the plaintiff as to the manner of winding up the partnership, and will not allow him to examine the books; that a large amount of the debts is outstanding, and that, if they continue to have the management of the0affairs of the firm, “great and injurious delay and damage will arise to creditors and to the interest of the respective partners.” The bill therefore prays for the appointment of a receiver.
But we are of opinion that no case is stated for the appointment of a receiver. Whether, upon the allegations of the bill and the transactions thereby disclosed, the plaintiff has still the interest of a special partner, and what would be the extent of his rights, as such, in the event of the insolvency of the estate of