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shall have been so sold, deposited or pledged, nor to prevent such owner from demanding and receiving from any such purchaser the sum agreed to be paid for the purchase of such goods, subject to any right of set-off on the part of such purchaser against such agent or factor; nor to prevent any such owner from demanding and recovering such goods from any person with whom the same may have been so deposited or pledged as a security for any money or other property advanced, or any negociable security or obligation in writing given as aforesaid, upon repayment of such money or restoration of such other property, and satisfaction of such security or obligation in writing so advanced, together with such further sum as shall, with the amount so advanced by such depository or pawnee, be equal to the money or other property and security or obligation in writing, if any, advanced by such agent or factor to such owner, or to the amount for which such agent or factor has a lien on the same goods; nor to prevent such owner from recovering from such depository or pawnee any balance or sum of money remaining in his hands as the produce of the sale of such goods, after deducting thereout the amount of the money or other property or security in writing so advanced; and the amount so set off and retained by such purchaser or paid by such owner on redeeming such goods, or in any manner allowed by him on recovering the same or the produce of the sale thereof, shall be deemed and taken as so much paid by him to and for the use of such agent or factor.

SEC. 6. Nothing in this act shall authorize a common carrier, warehouse keeper or other person to whom merchandize or other property may be committed for transportation or storage only, to sell or pledge the same.

SEC. 7. If any such agent or factor shall deposite or pledge any goods, wares or merchandize, or any such document as is herein before mentioned, which shall have been entrusted or consigned as aforesaid to his care or management, with any person as a security for any money or other property borrowed or received by such agent or factor, and shall apply or dispose of the proceeds thereof to his own use, in violation of good faith and with intent to defraud any such owner of such goods, every person so offending shall be deemed and taken to be guilty of a misdemeanor; and on conviction thereof on indictment shall be fined not exceeding one thousand dollars, or be imprisoned not exceeding five years.


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It is enacted by the General Assembly, as follows:

SECTION 1. Limited partnerships for the transaction of mercantile, mechanical or manufacturing business within this state, may be formed by two or more persons upon the terms and subject to the conditions and liabilities herein prescribed; but nothing contained in this act shall authorize any such partnership for the purpose of banking or insurance.

SEC. 2. Such partnerships may consist of one or more persons who shall be called general partners, and shall be jointly and severally responsible as general partners now are by law; and of one or more persons who shall contribute to the common stock a specific sum in actual cash payment as capital, and who shall be called special partners, and shall not be personally liable for any debts of the partnership, except in the cases herein after mentioned.

SEC. 3. The The persons forming any such partnership shall make and severally sign a certificate which shall set forth:

1. The name or firm under which the partnership is to be conducted.

2. The names and respective places of residence of all the general and special partners, distinguishing who are general and who are special partners.

3. The amount of capital which each special partner has contributed to the common stock.

4. The general nature of the business to be transacted. 5. The time when the partnership is to commence, and when it is to terminate.

SEC. 4. No such partnership shall be deemed to have been formed until a certificate so made and signed shall be acknowledged by all the parties before some justice of the

peace or public notary, and filed in the office of the clerk of the town in which the principal place of business of the partnership is situated, and recorded by such clerk in a book to be kept for that purpose. If the partnership shall have places of business situated in different towns, the certificate shall be filed and recorded in like manner in the office of the clerk of every such town. And if any false statement be made in any such certificate, all the persons interested in the partnership shall be liable as general partners for all the engagements thereof.

SEC. 5. The partners shall publish a copy of the certificate for six successive weeks, immediately after the registry thereof, in at least two newspapers printed within this state; and in case such publication be not made, the partnership shall be deemed general.

SEC. 6. Upon any renewal or continuation of a limited partnership, beyond the time originally fixed for its duration, a certificate thereof shall be made, acknowledged, filed, recorded and published in the like manner as is herein provided for its original formation; otherwise the renewal or continued partnership shall be deemed a general partnership.

SEC. 7. The business of the partnership shall be conducted under a firm in which the names of the general partners only shall be inserted, without the addition of the word "company," or any other general term, and the general partners only shall transact the business; and if the name of any special partner shall be used in the firm with his consent or privity, or if he shall personally make any contract respecting the concerns of the partnership with any person except the general partners, he shall be deemed and treated as a general partner.

SEC. 8. During the continuance of any partnership under the provisions of this act, no part of the capital stock thereof shall be withdrawn, nor any division of the interest or profits be made, so as to reduce such capital stock below the sum stated in the certificate before mentioned; and if at any time during the continuance or at the termination of the partnership, the property or assets shall not be sufficient to pay the partnership debts, then the special partners shall severally be held responsible for all sums by them in any way received, withdrawn or divided, with interest thereon from the time when they were so withdrawn respectively.

SEC. 9. No general assignment by any limited partnership in case of insolvency, or where the goods and estate of the partnership are insufficient for the payment of all the debts thereof, shall be valid, unless it shall provide for a dis

tribution of the partnership property among all the creditors, in proportion to the amount of their several legal claims, excepting the claims of the government of the United States, arising from bonds for duties, which are first to be paid or secured.

SEC. 10. In case of the insolvency of any limited partnership, no special partner shall, under any circumstances, be allowed to claim as a creditor until the legal claims of all the other creditors of the partnership shall be satisfied.

SEC. 11. All suits respecting the business of such partnership shall be prosecuted by and against the general partners only; except in those cases in which provision is herein made that the special partners shall be deemed general partners, and special partnerships shall be deemed general partnerships, in which cases all the partners deemed general partners may join or be joined in such suits; and excepting also those cases where special partners shall be held severally responsible on account of any sums by them received or withdrawn from the common stock, as before provided.

SEC. 12. No dissolution of a limited partnership shall take place, except by operation of law, before the time specified in the certificate before mentioned, unless a notice of such dissolution shall be recorded in the clerk's office wherein the original certificate or the certificate of renewal or continuation of the partnership was recorded, and in every other clerk's office where a copy of such certificate was recorded; and unless such notice shall also be published for six successive weeks in at least two newspapers printed within this


SEC. 13. In all cases not otherwise provided for herein, the members of limited partnerships shall be subject to all the liabilities and entitled to all the rights of general partners.


An Act for the relief of Partners and Joint Debtors.

1. After dissolution of a partnership one partner may make separate compromise with his creditors, which shall discharge him, and in reference to his partner shall be taken as payment of his full proportion of the debt, if less than his proportion, and if more then for amount paid.

2. Such compromise to be in writing, and may be given in evidence under general issue in suit with creditor.

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It is enacted by the General Assembly, as follows:

SECTION 1. Whenever any copartnership shall be dissolved, it shall and may be lawful for any individual who was embraced in such copartnership, to make a separate composition or compromise with any one or all of the creditors of such copartnership; and such composition or compromise shall be a full and effectual discharge to the debtor making the same, of the whole of said debt, and be taken and considered in reference to the other copartners as actual payment of such debtor's proportion of the debt, whether the full amount of his proportion of said debt be actually paid or not. And in case an amount exceeding his proportion be actually paid, it shall be taken and considered as payment of the amount of debt actually paid.

SEC. 2. Every such debtor making such composition or compromise shall take from the creditor with whom he may make the same, a note or memorandum in writing, exonerating him from all individual liability, incurred by reason of such connection with such copartnership; which note or memorandum may be given in evidence by such debtor under the general issue in bar of such creditor's right of recovery against him.

SEC. 3. Such composition or compromise shall not be so construed as to discharge the other copartners, except as provided in the first section of this act; nor shall it impair the right of the creditor to proceed at law or in equity against the members of such copartnership who have not been discharged; and the members of such copartnership so proceeded against shall be permitted to set off any demand against said creditor which could have been set off, had said suit been against all the individuals composing said firm; nor shall said compromise or discharge of an individual of a firm, prevent the other members of such firm availing themselves of any defence in law or equity that would have been available had not this act been passed; except that they shall not set up the discharge of one individual as a discharge of all the other copartners, unless it shall appear that all were intended to be discharged.

SEC. 4.

Such composition or compromise shall in no wise affect the right of the other copartners, or any of them, to call on the individual making such compromise for any sum beyond said individual's original proportion of said debt, if in consequence of the insolvency, inability to pay, or absconding of any one of said copartners, such individual so

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