8 Sm. 332. cognizances which shall hereafter be given and entered into by any person or per- 4 April 1798 § 4. sons, as sureties for any public officer, (v) from and after the expiration of the term of seven years, to be computed from the time at which the cause of action shall have accrued; and if any such suit or suits shall be commenced, contrary to the intent and meaning of this act, the defendant or defendants respectively shall and may plead the general issue, and give this act and the special matter in evidence; and if the plaintiff or plaintiffs be nonsuit, or if a verdict or judgment pass against him or them respectively, the defendant or defendants shall respectively recover double costs. 8 Sm. 297. 34. In all cases where a return of nulla bona shall have been made by the sheriff 4 April 1797 § 2. of the proper county to an execution against any such executors or administrators, their sureties shall, on notice thereof, unless they can show goods or chattels, lands Bonds of adminisor tenements, in some other county, which may be seized and taken in execution trators, &c. by a testatum fieri facias, to satisfy the same, be liable to pay the amount of the debt and costs therein, in actions brought against them on the said bonds, and such further proof or evidence in support thereof, as by law would have entitled the suitor or suitors to recover his, her or their demand of the said executors or administrators, de bonis propriis: Provided, Such suits shall be instituted against the sureties, within seven years after the date of the respective bonds; and the whole amount of the sums of money to be recovered thereupon shall not exceed the penalties of the said bonds respectively.(w) 35. Suits against the sureties(x) mentioned in the 3d section of this act, shall 29 March 1824 § 4. not be sustained, unless the same be instituted within three years after the date of such obligation. V. Penal actions and crimes. 8 Sm. 802. Constables bonds. 2 Sm. 300. 36. All actions, suits, bills, indictments or informations, which shall be brought 26 March 1785 § 6. for any forfeiture, upon any penal act of assembly made or to be made, whereby the forfeiture (y) is or shall be limited to the commonwealth only, shall hereafter be Penal actions. brought within two years after the offence was committed, and at no time afterwards; and all actions, suits, bills or informations which shall be brought for any forfeiture, upon any penal act of assembly made or to be made, the benefit and suit whereof is or shall be by the said act limited to the commonwealth, and to any person or persons that shall prosecute in that behalf, shall be brought by any person or persons that may lawfully sue for the same, within one year next after the offence was committed; and in default of such pursuit, then the same shall be brought for the commonwealth, any time within one year after that year ended; and if any action, suit, bill, indictment or information shall be brought after the time so limited, the same shall be void; and where a shorter time is limited by any act of assembly, the prosecution shall be within that time.(z) P. L. 249. 37. All and every the provisions and limitations of the 6th section of the act, 21 April 1841 § 18. entitled "A further supplement to an act, entitled 'An act for the limitation of actions to be brought for the inheritance or possession of real property, or upon Act against circupenal acts of assembly,'" passed the 26th day of March 1785, be and the same are lating small notes. hereby extended to all and every suit brought or that may be brought to recover a greater rate of interest than six per cent, or any penalty of forfeiture under any of the provisions of the act of the 12th of April 1828, entitled "An act concerning small notes for the payment of money."(a) 16 July 1842 § 55. P. L. 389. 38. So much of the 6th section of the act of 26th March 1785, as relates to the recovery of fines and forfeitures, shall be and is hereby extended to all fines and for- Fines payable for feitures, and amercements which, by any law of this commonwealth, is directed to use of the county. McKeehan v. Commonwealth, 3 P. S. 151. Glover v. Wilson, 6 Ibid. 293. See Stiles v. Reynolds, 4 Luz. L. Obs. 227. Otherwise, where the commonwealth is only a nominal party. Commonwealth v. Severn, 3 W. N. C. 303. And where suit has been brought upon a sheriff's bond, within the statutory period, an additional party may be added thereafter, at any time before judgment. Commonwealth v. Springer, 13 W. N. C. 305. But it would operate against a county. Glover v. Wilson, 6 P. S. 293. (v) See infra 35, as to constables' sureties; and as to sheriffs' sureties, see tit. "Sheriffs." And see act 13 April 1868, P. L. 948, limiting the time for bringing actions against sheriffs and coroners, and their sureties in Philadelphia. (w) The limitation in this section is not applicable to an original administration bond taken by the register, but only to an additional bond given by order of the orphans' court. Commonwealth v. Patterson, 8 W. 515. Miltenberger v. Commonwealth, 14 P. S. 74. And it only applies where "nulla bona" has been returned to an execution against the estate of the testator or intestate, in the hands of the executor or administrator. Commonwealth v. Bryan, 8 S. & R. 128. (r) Constables' sureties. This section is still in force. Commonwealth v. Rose's Erecutors, 33 P. S. 199. Alcorn v. Commonwealth, 66 Ibid. 172. Commonwealth v. White, 2 W. N. C. 321. (y) The twenty per cent interest, imposed as a penalty for the issuing of notes of a less amount than $5, by the act, 12 April 1828 is not a forfeiture, within the meaning of this act; nor are the damages on protested bills of exchange. Allegheny City v. McClurkan, 14 P. S. 86-7. McCormick v. Allegheny City, 7 L. I. 150. See Harrisburg Bank v. Commonwealth, 26 P. S. 451. (z) This section extends to the penalty of taking usurious interest. Lamb v. Lindsay, 4 W. & S. 449. (a) This section extends the limitation of one year to the twenty per cent interest, given by the act 12 April 1828, on notes of less than $5, issued as currency, and therefore a holder of such notes, who brings suit two years after their issue, would recover interest at the rate of six per cent for the first year, and at the rate of twenty per cent from the commencement of the last year, till judgment. McCormick v. Allegheny City, 7 L. I. 150. 16 July 1842 § 55. be paid to the treasurers or county commissioners of the respective counties, for the use of the counties respectively. P. L. 359. 24 Feb. 1845 § 1. P. L. 69. 39. The 55th section of the act of assembly, passed July 16th, 1842, entitled " An act concerning the trust estate of Hugh Roberts, deceased, and for other purposes,” Whether in whole shall be construed to apply to all fines and forfeitures, payable either in whole or in part to the use of the respective counties. or part. 31 March 1860 § 77. P. L. 450. tions. 40. All indictments which shall hereafter be brought or exhibited (b) for any crime or misdemeanor (murder and voluntary manslaughter excepted), shall be Criminal prosecu- brought or exhibited within the time and limitation hereafter expressed, and not after; (c) that is to say, all indictments and prosecutions for treason, arson, sodomy, buggery, robbery, burglary, perjury, (d) counterfeiting, forgery, uttering or publishing any bank-note, check or draft, knowing the same to be counterfeited or forged, shall be brought or exhibited within five years next after the offence shall have been committed; and all indictments and prosecutions for other felonies not named or excepted heretofore in this section, and for all misdemeanors (perjury excepted) (e) shall be brought or exhibited within two years next after such felony or misdemeanor shall have been committed:(g) Provided, however, That if the person against whom such indictment shall be brought or exhibited, shall not have been an inhabitant of this state, or usual resident therein (h) during the said respective term for which he shall be subject and liable to prosecution as aforesaid, then such indictment shall and may be brought or exhibited against such person, at any period within a similar space of time, during which he shall be an inhabitant of, or usual resident within this state: And provided also, That indictments for misdemeanors committed by any officer of a bank, or other corporation, may be commenced and prosecuted at any time within six years from the time the alleged offence shall have been committed. (i) 12 June 1878 § 6. P. L. 197. 41. Indictments for misdemeanors committed by any officer, director, receiver, superintendent, manager, broker, attorney, agent, employé or member of any bank, Misdemeanors by body corporate or public company, municipal or quasi-municipal corporation, may be commenced and prosecuted at any time within four years from the time the alleged offence shall have been committed.(k) bank officers. (b) This means a public presentation to the grand jury, and not a personal exhibition to the defendant. Commonwealth v. Anspach, 15 W. N. C. 414. (c) The limitation is to be computed from the time of finding a true bill, not from the making of the complaint. Commonwealth v. Haas, 57 P. S. 443. The finding of an informal presentment is not sufficient to take the case out of the statute. United States v. Slacum, 1 Cr. C. C. 485. Nor will a former indictment, on which a nolle prosequi was entered. United States v. Bullard, 3 McLean 469. Under this section, it is not necessary that the case be prosecuted to final judgment within the two years; it is enough, that the indictment be found, and brought to the notice of the defendant. Commonwealth v. Alsop, 1 Brewst. 329. The statute runs against an indictment for bigamy, from the time of the second marriage. Gise v. Commonwealth, 81 P. S. 428. Commonwealth v. McNerny, 10 Phila. 206. Against a prosecution for fornication and bastardy, from the time the child was begotten, not from its birth. Commonwealth v. Ruffner, 28 P. S. 259. And see Commonwealth v. Bartilson, 85 Ibid. 482. Commonwealth v. Hall, 97 Ibid. 397. Commonwealth v. Woodward, 1 Chest. Co. R. 102. See Graham v. Commonwealth, 51 P. S. 255. (d) An indictment for subornation of perjury is not limited to two years; the word "perjury" includes not only the commission but the procuring the commission of perjury. Commonwealth v. Dengler, 2 Lanc. 314. (e) This includes subornation of perjury. Commonwealth v. Dengler, 2 Lanc. L. Rev. 314. sue. (g) The limitation need not be specially pleaded; it may be taken advantage of on the general isCommonwealth v. Ruffner, 28 P. S. 259. See United States v. Watkins, 3 Cr. C. C. 442. United States v. White, 5 Ibid. 38, 60, 338. Commonwealth v. Alsop, 1 Brewst. 329. Election frauds not within the statute, but indictable at common law, are within the two years' limitation. Commonwealth v. McHale, 97 P. S. 297. So, a completed conspiracy to defraud cannot be the subject of an indictment after the lapse of two years. Commonwealth v. Bartilson, 85 P. S. 482. The limitation begins to run against an indictment for bigamy from the date of the second marriage. Commonwealth v. McNerny, 10 Phila. 206. (h) The fact that the defendant has entered into the military service of the United States, does not stop the running of the statute; it is enough, that the offender's customary residence was in the state during the two years. The proviso was meant for persons escaping and absenting themselves to avoid punishment, until lapse of time might enable them to return with impunity. Graham v. Commonwealth, 51 P. S. 255. The prosecution may prove, without averring it in the indictment, that the defendant, having left the state, was within this exception; and this, although the offence, on the face of the indictment, is outside the statute. It is incumbent on the defendant to show that he was hiding within the state. Blackman v. Commonwealth, 23 W. N. C. 464. See Commonwealth v. Woodward, 1 Chest Co. 102. (i) This section considerably extends the existing laws relating to the limitation of criminal prosecu tions; these only relate to misdemeanors, in all of which, prosecutions must be commenced within two years, if the alleged offender is accessible to justice, except in forgeries, perjuries and misdemeanors by bank officers, the limitations in the latter cases being six years; the present section extends the principle to all crimes, murder and voluntary manslaughter excepted. Where the alleged offender is accessible to justice, prosecutions should not be unnecessarily delayed; such delays do not often take place from worthy motives; charges are often kept suspended over the heads of the accused to subserve the ends of the accuser, and the accused kept in a state of moral slavery, to which no human being should be subjected; it is true, that stale prosecutions are looked upon with an unfavorable eye by courts and juries, but the very existence of this feeling in criminal tribunals is a strong argument in itself in favor of reasonable limitations in criminal prosecutions. In the more serious class of felonies and misdemeanors, the limitation has been extended to five years; in those of less malignity, the limitation of two years has been adopted. The existing laws on this subject are the 1st section of the act of 10 April 1848, P. L. 428; the 7th section of the act of 16 April 1849, P. L. 664; the 36th section of the act of 25 April 1850, P. L. 575; the act of 10 March 1852, P. L. 124; and the act of 24 April 1857, P. L. 305. The act of 1852, which provides for a general limitation of two years in all cases of misdemeanors, forgeries and perjuries excepted, may be regarded as having repealed all antecedent laws; the act of 1857, though purporting by its title to be a repeal of the act of 1852, is only a modification thereof, extending the limitation in cases of prosecutions for misdemeanors of bank or other corporation officers to five years. Report on the Penal Code 55. (k) An indictment for embezzlement against a pub 42. The offence of forgery, whether the same be a misdemeanor or felony, shall 28 March 1877 § 1. not be held barred by the statute of limitations, when the indictment therefor P. L. 26. shall have been brought or exhibited within five years next after the offence has Forgery. been committed. 23 April 1889. P. L. 48. 43. All indictments for embezzlement by administrators, executors, guardians and trustees may be brought or exhibited at any time within five years from the Embezzlement by final decree of the court adjudicating the final accounts of the said trustees. administrators, etc. LIMITED PARTNERSHIP.(1) See JOINT-STOCK COMPANIES; PARTNERSHIP. 1. Limited partnerships may be formed. Bank ing and insurance prohibited. 2. General and special partners. 3. General partners only to act. 4. Certificate to be signed. What such certificate to contain. 5. To be acknowledged. 6. And recorded in each county where the firm has a place of business. 7. Affidavit of general partners. 8. Partnership not to be formed, until certificate is recorded, and affidavit filed. Penalty for making false statement. 9. Terms to be published. Penalty for omission. 10. How terms of partnership to be published. 11. Affidavit of publication to be filed. 12. Partnership to be renewed in the same manner. 13. Every alteration of terms to be a dissolution. 14. Increase of capital. 15. To be acknowledged and recorded. Neglect not to operate as a dissolution, or to render special partners liable. 16. How suits to be brought. 17. Liability of special partner. Not to withdraw his capital. But may receive interest and profits. 18. Capital not to be impaired. 19. Powers of special partner. 20. General partners to account. 21. Liability in case of fraud. 22. Transfer of partnership effects in contemplation of insolvency, to be void. And judgments confessed, &c. 23. Transfer of individual property to be also void. And judgments confessed by partners, &c. 24. Penalty for assent thereto by special partner. 27. General partner may assign or bequeath his interest. In case of death, his executors, &c., may sell. Name of firm to be altered, and certificate thereof to be recorded. 28. Special partner may assign his interest. 29. Assent to transfer of interests may be given in advance. General partners may purchase shares of special partners. 30. Insolvency of special partner, not to cause dissolution. 31. His executors, &c., may continue the business, or sell his interest, or he may bequeath it. 32. Notice of alterations to be given to general partners, and certificate recorded. 33. Special partners may contribute merchandise, as stock. Appraisement. 34. Style of firm. 35. How business to be conducted. 36. Firm name may include the word "company." 1. Limited partnerships for the transaction of any agricultural, mercantile, me- 21 March 1836 § 1. chanical, mining and transporting of coal, or manufacturing business, within this P. L. 143. state, my be formed by two or more persons, upon the terms, with the rights and Limited partnerpowers and subject to the conditions and liabilities herein prescribed; (m) but the may be provisions of this act shall not be construed to authorize any such partnership for Banking and insurthe purpose of banking or making insurance. formed. ance prohibited. Ibid. § 2. General and spe 2. Such partnerships may consist of one or more persons, who shall be called general partners, and who shall be jointly and severally responsible as general partners now are by law, and of one or more persons who shall contribute in cial partners. actual cash payments,(n) a specific sum, as capital to the common stock, who shall be called special partners, and who shall not be liable for the debts of the partnership beyond the fund so contributed by him or them to the capital. 3. The general partners only shall be authorized to transact business and sign for the partnership, and to bind the same. 4. The persons desirous of forming such partnership shall make and severally sign a certificate, (o) which shall contain: I. The name or firm under which such partnership is to be conducted. Ibid. § 8. General partners only to act. Ibid. § 4. Certificate to be signed. What such certifi III. The names of all the general and special partners interested therein, distin- cate to contain. guishing which are general and which are special partners, and their respective places of residence. lic officer is valid, if brought within four years. Culp v. Commonwealth, 109 P. S. 363. (1) For the act 2 June 1874, P. L. 271, authorizing the formation of partnership associations "limited,' see tit. "Joint Stock Companies." (m) There can be no limited partnership in this state, unless formed in strict compliance with the statute. Richardson v. Hogg, 38 P. S. 153. (n) If the capital of a special partner be contributed in "credits," instead of an actual cash payment, he is liable as a general partner, though the affidavit be not intentionally false. Van Ingen v. Whitman, 62 N. Y. 513. So, if the certificate state that the capi tal was paid in cash, when in fact it was paid by a post-dated check, though the check was paid when due. Durant v. Abendroth, 69 N. Y. 148. Eliot v. Himrod, 108 P. S. 569. But if there be an actual cash payment, it is sufficient, without regard to the source from whence it was derived, if the transaction be bona fide. Lawrence v. Merrifield, 10 J. & S. 36; s. c. 73 N. Y. 590. A payment in the checks of third persons (conceded to represent cash) is sufficient. Hogg v. Orgill, 34 P. S. 344. See infra 33. 61. (0) For form of certificate, see Graydon's Forms 21 March 1836 § 4. P. L. 143. Ibid. § 5. To be acknowledged. Ibid § 6. And recorded. In each county IV. The amount of capital which each special partner shall have contributed to the common stock. V. The period at which the partnership is to commence, and the period at which it will terminate. 5. The certificate shall be acknowledged by the several persons signing the same, in the manner and before the same persons, that deeds are now acknowledged, and the said acknowledgment shall be certified in the same manner as the acknowledgment of deeds are now certified.(p) 6. The certificate, so acknowledged and certified, shall be recorded and filed in the office of the recorder of deeds of the proper county, in which the principal place of business of the partnership shall be situated, and shall also be recorded by him at large, in a book to be kept for that purpose, open to public inspection; if the parta place of business. nership shall have places of business situated in different counties, a transcript of the certificate and of the acknowledgment thereof, duly certified by the recorder in whose office it shall be filed, and under his official seal, shall be filed and recorded in like manner in the office of the recorder of every such county. where the firm has Ibid. § 7. 7. At the time of filing the original certificate, with the evidence of the acknowlAffidavit of general edgment thereof, as before directed, an affidavit of one or more of the general partners shall also be filed in the same office, stating the sums specified in the certificate to have been contributed by each of the special partners to the common stock, and to have been actually, and in good faith, paid in cash.(q), partners. Ibid. § S. Partnership not 8. No such partnership shall be deemed to have been formed, until a certificate shall have been made,, acknowledged, and filed and recorded, nor until an affidavit shall have been filed as above directed. And if any false statement be made in recorded and affi- such certificate or affidavit, all the persons interested in such partnership shall be liable for all the engagements thereof, as general partners. to be formed, until certificate is davit filed. 9. The partners shall publish the terms of the partnership,(r) when registered, (s) for at least six weeks (1) immediately after such registry, in two newspapers, to be designated by the recorder of deeds of the county in which such registry shall be made, and to be published in the county or counties in which their business shall be carried on; and if such publication be not made, the partnership shall be deemed general. 10. The terms of the partnership required to be published by the ninth section of the act to which this is a further supplement, shall consist of: I. The name of the firm under which such partnership shall be conducted. III. The names of the general partners, and their respective places of residence. IV. The aggregate amount of capital contributed by the special partners to the common stock. V. The period at which the partnership is to commence, and the period at which it will terminate. 11. Affidavits of the publication of such notice, by the printers of the newspapers in which the same shall be published, may be filed with the recorder directing the same, and shall be evidence of the facts therein contained. 12. Every renewal or continuance of such partnership beyond the time originally fixed for its duration (u) shall be certified, acknowledged and recorded, and an affidavit of a general partner be made and filed, and notice be given in the manner herein required for its original formation, and every such partnership which shall be otherwise renewed or continued, shall be deemed a general partnership.(v) 13. Every alteration which shall be made in the names of the partners, in the nature of the business (w) or in the capital or shares thereof, or in any other matter (p) See Graydon's Forms 29. (2) See Graydon's Forms 37. Where evidence is given to show, prima facie, that the special partner did not pay in the amount specified in the affidavit, such affidavit is not even prima facie rebutting evidence. Madison County Bank v. Gould, 5 Hill 309. See Hogg v. Orgill, 34 P. S. 344. Richardson v. Hogg, 38 Ibid. 153. (r) A mistake in the publication, stating that $5000 had been put in instead of $2000, renders the special partners general. Smith v. Argall, 6 Hill 479. Argall v. Smith, 3 Denio 436. But where, in an action to charge special partners as indorsers, it appeared, that the published notice stated that the partnership would commence 16 Nov. 1837, whereas, the certificate filed stated 16 Oct. 1837; it was held, that unless the error of the publication was designed to deceive, or the indorsement made before 16 Nov. 1837, the special partners were not liable. Madison County Bank v. Gould, 5 Hill 309. So, a mistake in the publication of the names of the partners - as Argale for Argall-will not vitiate the publication; whether or not the mistake tended to mislead, should be left to the jury. Bowen v. Argall, 24 Wend. 496. (s) A publication within three days after the registry, is sufficient. Bowen v. Argall, 24 Wend. 496. (t) It is enough, if the terms of the partnership be published in a daily paper, once in each week, for six successive weeks. Bowen v. Argall, 24 Wend., 496. (u) No formal notice of the dissolution of the firm, at the end of the prescribed period, is necessary. Haggerty v. Taylor, 10 Paige 261. (2) Where a third person enters the firm, as a general partner, the special partnership is dissolved, and if there be a renewal, and not a new cash payment by the former and continuing special partner, but the cash paid into the former special partnership remains with the new firm, the special partner becomes a general partner of the new firm. Andrews v. Schott, 10 P. S. 47. See infra 33. A failure to record the renewal of a special partnership renders the special partner liable as a general one. Guillou v. Peterson, 89 P. S. 163. It should appear from the affidavit of the general partner that the capital is in the same condition as when the partnership was originally formed, unimpaired, and available for creditors. Haddock v. Manufacturing Co., 109 P. S. 373. See Hirsch v. Vanauken, 15 W. N. C. 467. (w) An alteration, by the general partner, without of terms to be a specified in the original certificate, shall be deemed a dissolution of the partnership, 21 March 1836 § 12. and every such partnership which shall in any manner be carried on after any such P. L. 144.alteration shall have been made, shall be deemed general partnership, unless Every alteration renewed as a special partnership, according to the provisions of the last section. dissolution. 14. The capital of the firm may be increased either by taking in new special 21 April 1858 § 3. partners, or new subscriptions of capital from the partners previously in the firm; such increase being made in pursuance of the consent of the partners, as expressed Increase of capital. in the original articles of partnership, or in any subsequent instrument of writing. P. L. 884. 15. Every such increase of capital shall be duly acknowledged, certified and Ibid. § 4. recorded; but no neglect in recording the certificate of any such increase of capital, To be acknowlor of any sale or transfer of the interests or shares of the special partners, or any ed edged and recordof them, shall be construed to operate as a dissolution of the firm, or to make the Neglect not to special partners liable as general partners. 16. Suits in relation to the business of the partnership may be brought and conducted by and against the general partners, in the same manner as if there were no special partners. operate as a disso- Ibid. § 15. 17. No part of the sum which any special partner shall have contributed to the capital stock shall be liable for any debts previously contracted by the general Liability of special partners; nor shall any part of such sum be withdrawn by him, or paid or trans- partner. ferred to him in the shape of dividends, profits or otherwise, (x) at any time during Not to withdraw the continuance of the partnership; but any partner may annually receive lawful his capital. interest on the sum so contributed by him, if the payment of such interest shall interest and not reduce the original amount of such capital, and if after the payment of such But may receive interest any profits shall remain to be divided, he may also receive his portion of profits. such profits. Ibid. § 16. 18. If it shall appear that by the payment of interest or profits to any special partner the original capital has been reduced, the partner receiving the same shall be bound to restore the amount necessary to make good his share of capital with impaired. interest. Capital not to be 19. A special partner may from time to time examine into the state and progress Ibid. § 17. of the partnership concerns, and may advise as to their management; but he shall not transact any business on account of the partnership,(y) nor be employed for Power of special that purpose as agent, attorney or otherwise: if he shall interfere contrary to these provisions, he shall be deemed a general partner. 20. The general partners shall be liable to account to each other and to the special partners for the management of their concern, both in law and equity, as other partners now are by law. 21. Every partner who shall be guilty of any fraud in the affairs of the partnership shall be liable civilly to the party injured, to the extent of his damage. partner. Ibid. § 18. General partners to account. Ibid. § 19. Liability for fraud. Ibid. § 20. nership effects in 22. Every sale, assignment or transfer of any of the property or effects of such partnership, made by such partnership when insolvent, or in contemplation of insolvency, or after or in contemplation of the insolvency of any partner, with the Transfer of partintent of giving a preference to any creditor of such partnership or insolvent contemplation of partner, over other creditors of such partnership, and every judgment confessed, insolvency, void. lien created or security given by any such partner, under the like circumstances, confessed, &c. And judgments and with the like intent, shall be void as against the creditors of the partnership.(2) 23. Every such sale, assignment or transfer of any of the property or effects Ibid. § 21. of the general or special partner, made by such general or special partner, when Transfers of indiinsolvent, or in contemplation of insolvency, or after or in contemplation of the be also void. vidual property to insolvency of the partnership, with the intent of giving to any creditor of his own, or of the partnership, a preference over the creditors of the partnership, and every And judgments judgment confessed, lien created or security given by any such partner, under the ners, &c. the knowledge of the special partner, in the nature of the business provided for in the articles of copartnership, does not convert the special partner into a general one. Singer v. Kelly, 44 P. S. 145; s. c. 4 Phila. 312. (2) The purchase of real estate for the benefit of the firm, the title to which is taken in the names of all the partners, with the knowledge of the special partner, is a virtual withdrawal by him of part of his capital. Madison Bank v. Gould, 5 Hill 309. (y) Negotiating the purchase of real estate for the firm, will render the special partner liable as a general one. Madison Bank v. Gould, 5 Hill 309. See McKnight v. Rateliff, 44 P. S. 156. He may wind up the affairs of the firm on a dissolution. Lawson v. Wilmer, 3 Phila. 122. But if it be stipulated in the articles, that the son of the special partner shall keep the books, and have a general superintendency over the business, at a salary, and that the general partners shall sign no note or check, without the son's knowledge and approval, it will render the partnership a general one. Richardson v. Hogg, 38 P. S. 153. confessed by part (z) An assignment to a trustee for the benefit of creditors, after the firm has become insolvent, or in contemplation of insolvency, is void as against the creditors of the firm, if any preference be given to one creditor or class of creditors over another, or if it provide for the payment of a debt to the special partner, ratably with the other creditors of the firm, or before all the general creditors are satisfied in full for their debts. Mills v. Argall, 6 Paige 577. It may be doubted, whether the general partner has the right to make an assignment of all the partnership effects to a trustee, for any purpose, without the assent of the special partner. Ibid. A court of equity will not appoint a receiver of the effects of a special partnership, on the ground that a creditor of the firm is about to obtain judgment for a large amount, and to issue execution, whereby he will obtain a preference. Beebe v. Boswell, Com. Pleas, Phila., 22 January 1853. MS. A voluntary assignee of a limited partnership cannot avoid an assignment made contrary to the provisions of the act; he represents only the assignors, not the creditors. Bullitt v. Chartered Fund, 26 P. S. 108. |