this is a very common way), notice of the dissolution must be given
to the world, and special notice of the fact must be given to those from
whom the firm has been in the habit of buying.
Limited Partnership.--In most states, what is called a limited partnership
may be formed, whereby the responsibility of some of the partners may be
limited to their investment in the business. By this arrangement the
private property of the special partners (as they are called) cannot be
taken for debts of the firm.
In such a case, however, it is but just, and the law therefore demands,
that notice of the fact of limited responsibility be given and that no
appearance of responsibility be assumed. To this end it is required: (a)
that the articles of copartnership be in writing, and that they be
published and recorded; (b) that the amount contributed by the special
partners be actually paid in; (c) that the names of the special partners
do not appear in the firm name; (d) that they take no active part in the
management of the business.
_Pertinent Questions._
Why are partnerships formed? May one person invest money while another
invests skill? Is a person who receives a percentage of his sales by way
of salary a partner?
Why cannot a partner sell his interest without consulting the other
members of the firm? Why may the fraudulent act of a partner dissolve the
firm? Why does the death of a member end the firm--that is, why not let
his heir succeed to his right in the firm as he succeeds to his real
estate?
May the _private_ property of a partner be taken to satisfy the debts of
his firm? May the firm's property be taken to satisfy the debt of one of
its members? Can men dissolve their debts by dissolving their partnership?
If one partner continues the business agreeing to pay all indebtedness of
the firm, is the retiring partner released from obligation in relation to
the debts? Show the justice of each requirement in case of special
partners.
CHAPTER XXXIV.
CORPORATIONS.
Purpose--Partnership enables a number of persons, as we have seen, to
accomplish by combining their property and skill what would be
unattainable by them acting individually.
But the individual responsibility involved in partnership, and the
difficulty of transferring interest, render necessary some other mode of
combining capital for carrying on enterprises requiring vast resources,
and, from their nature, demanding long time and freedom
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