21 March 1836 § 21. like circumstances, and with the like intent, shall be void as against the creditors of the partnership. (a)

P. L. 145.

Ibid. § 22.

partner.

24. Every special partner who shall violate any provision of the two last prePenalty for assent ceding sections, or who shall concur in or assent to any such violation by the thereto by special partnership, or by any individual partner, shall be liable as a general partner.(b) 25. In case of the insolvency or bankruptcy of the partnership, no special Special partner not partner shall, under any circumstance, be allowed to claim as a creditor, until the to claim as creditor. claims of all the other creditors of the partnership shall be satisfied.(c) Ibid. § 24.

Ibid. § 28.

How such partnership may be dis

solved.

16 April 1838. P. L. 691.

General partner

may assign or be queath his interest. His executors may

sell.

Name of firm to be altered.

And certificate thereof recorded.

Ibid.

Special partner may assign his interest.

21 April 1858 § 2.

P. L. 354.

Assent to transfer

of interest may be given in advance.

General partners may purchase shares of special partners.

16 April 1838. P. L. 692.

Insolvency of special partner not to cause dissolution.

Ibid.

His executors, &c.,

may continue the business or sell his

interest.

Or he may bequeath it.

26. No dissolution of such partnership, by the acts of the parties, shall take place, previous to the time specified in the certificate of its formation, or in the certificate of its renewal, until a notice of such dissolution shall have been filed and recorded in the recorder's office in which the original certificate was recorded, and published, once in each week for four weeks, in a newspaper printed in each of the counties where the partnership may have places of business.(d)

27. A general partner in any limited partnership may, with the assent in writing of his partner, by deed duly acknowledged and recorded, or by last will and testament, in writing, sell, assign, dispose of or bequeath his interest in such limited partnership; and when such general partner dies without having disposed of his interest in such limited partnership, his administrator or executor may, in like manner, sell, assign and transfer his interest therein for the benefit of his estate; and on every such sale, transfer or bequest, a corresponding alteration shall be made in the name or firm under which the business of such partnership is conducted, and the same shall be forthwith acknowledged, certified, recorded and published, in the same manner as is provided by law in the case of the original formation of the partnership.

28. A special partner, with the assent of his partner, in writing, first had and obtained, may sell or assign his interest in a limited partnership without causing thereby a dissolution of the partnership.

29. The consent of the partners to a sale or transfer, by either the general or special partners, of their respective interests in the partnership, in pursuance of the resolution of the 16th of April 1838, may be given in advance, either in the origi nal articles of partnership, or other like instrument; and a sale or transfer of any part or share of the interest in the firm of any partner, if made in pursuance of the articles of copartnership, or previously expressed consent of the partners as aforesaid, shall be equally valid as a sale of the whole interest of any one or more of the partners. And it shall further be lawful for the general partner or partners, or either of them, to purchase part or the whole of the interest or shares of one or more of the special partners.

30. The insolvency of any special partner shall not cause a dissolution of the limited partnership, but his interest therein shall be sold by his assignees for the benefit of his creditors.

31. When any special partner shall die, without having disposed of his interest in the limited partnership, his executor or administrator may either continue his interest therein for its unexpired term, for the benefit of his estate, or may sell the same at public auction, under the direction of the orphans' court of the county in which the principal place of business of such partnership may be, in the same manner as the estates of intestates are now by law sold; testamentary dispositions, in writing, of the interest of special partners may also be made. The decease of special partners shall not dissolve such limited partnership, (e) unless by the agree ment between the parties, it is provided that such decease shall have that effect. 32. Every alteration in such limited partnership, according to the provisions of tions to be given. this resolve, shall be notified to the general partner, and shall be duly acknowledged, certified and recorded, as in the case of the original formation of such partnership.(g)

Ibid.

Notice of altera

30 March 1865 § 1. P. L. 46.

Special partners may contribute

merchandise as stock.

Appraisement.

33. It shall and may be lawful for any special partner to make his contribution to the common stock of any limited partnership he may become a member of, in cash, goods or merchandise: Provided, That when such contributions are made in goods or merchandise, the same shall first be appraised under oath, by an ap‐

(a) The provisions of this section can only be invoked by the firm creditors. Brooke v. Alexander, 3 W. N. C. 304. A judgment confessed by one partner to another, to secure the amount of the capital stock advanced by such partner, who had agreed to enter into a special partnership, but became a general partner, by reason of non-compliance with the requisitions of the act, is valid against a separate creditor of the partner who confessed the judgment. Purdy v. Lacock, 6 P. S. 490. But a confession of judgment by the general partner to a third person for money advanced to the special partner, which formed his contribution to the firm, is not valid as against the creditors of the firm. Coffin's Appeal, 106 P. S. 280. See Dunning's Appeal, 44 P. S. 150.

(b) Where a limited partnership is dissolved by agreement of parties, before the period fixed by the

original certificate, it continues, as to persons dealing with the firm, without actual notice, until the notice required by the act has been filed, recorded and published for four weeks, as prescribed by the statute. Beers v. Reynolds, 11 N. Y. 97.

(c) The 21st and 22d sections apply only to existing partnerships, not to one which has been dissolved. Pusey v. Dusenbury, 75 P. S. 437.

(d) A misappropriation of the partnership fund by the general partner, does not render the special partner liable as a general one, if he were not privy to the transaction. Seibert v. Bakewell, 87 P. S. 506. (e) See Ames v. Downing, 1 Bradf. 321.

(9) If a limited partnership remove its place of business to another county, and do not file a new certificate in such county, the partnership becomes a gen eral one. Van Riper v. Poppenhausen, 43 N. Y. 68.

LIMITED PARTNERSHIP.

P. L. 46.

praiser, who shall be appointed by the court of common pleas of the county in 30 March 1865 § 1. which such partnership is to be carried on :(h) And provided also, That in the certificate now required by law, the nature and value of the said goods shall be fully set forth and described.

P. L. 145.

34. The business of the partnership shall be conducted under a firm, in which 21 March 1836 § 18. the names of the general partners only shall be inserted, without the addition of the word "company," or any other general term; and if the name of any special style of firm. partner shall be used in such firm, with his privity, he shall be deemed a general partner.

P. L. 46.

be conducted.

35. The business of the partnership shall be conducted under a firm, in which 30 March 1865 § 2. the names of all the general partners shall be inserted, except, that when there are more than two general partners, the firm name may consist of either two of such How business to partners, with the addition of the words "and company;" but the said partnership shall put up, upon some conspicuous place on the outside, and in front of the building in which it has its chief place of business, some sign, on which shall be painted in legible English characters, all the names, in full, of all the members of said partnership, stating who are general, and who are special partners.(i)

P. L. 42.

36. The firm name of any limited partnership may consist of the name of any 21 Feb. 1868 § 1. general partner, with the addition of the words " and company," notwithstanding the name of such general partner may be common to him and any special partner; Firm name may but the said partnership shall put up the sign required by the 2d section of the include the word act approved the 30th of March 1865, to which this is a supplement.(k)

(h) See Vandyke v. Rosskam, 67 P. S. 330. (i) See Conrow v. Gravenstine, 17 W. N. C. 204. (k) The adoption of the firm name of Bullock's Sons, the special partners being brothers of the general ones, does not render the former generally liable, if the sign required by the act be properly exhibited. Vilas Bank v. Bullock, 10 Phila. 309. But where a

company."

firm is composed of one special and two general partners, the use of the names of the two general partners, with the addition of the words "and company" as a firm name, is unauthorized by any act of assembly, and will render the special partner generally liable. Metropolitan Bank v. Gruber, 14 W. N. C. 12. Gibb v. Mershon, Ibid. 89.

LIQUORS.

See AMUSEMENTS; BOTTLES AND BARRELS; CONSTABLES; CORPORATIONS; CRIMES; INNS AND TAVERNS; JAILS; LUNATICS AND HABITUAL DRUNKARDS; RESTAURANTS AND EATINGHOUSES; SUNDAY; TRADE-MARKS.

I. Retail licenses. (1)

1. It shall be unlawful to keep or maintain any house, room or place, hotel, inn 13 May 1887 § 1. or tavern, where any vinous, spirituous, malt or brewed liquors, or any admixture thereof, are sold by retail, (m) except a license therefor shall have been previously Licenses required. obtained, as hereinafter provided.(n)

2. Licenses for the sale of vinous, spirituous, malt or brewed liquors at retail, in quantities not exceeding one quart, shall only be granted to citizens of the United States of temperate habits and good moral character.(0)

3. Such licenses may be granted only by the court of quarter sessions of the Ibid. § 3. proper county, and shall be for one year from a date fixed by rule or standing order To be granted for of said court.(p) The said court shall fix by rule or standing order a time one year. at which application for said licenses shall be heard, at which time all per- Time of hearing. sons applying or making objections to applications for licenses may be heard by evidence, petition, remonstrance or counsel: Provided, That licenses under previous laws shall not be granted later than June thirtieth of this year.

4. Every person intending to apply for a license as aforesaid in any city or county of this commonwealth, from and after the passage of this act, shall file with the clerk of the court of quarter sessions of the proper county, his, her or their petition (q) at least three weeks before the first day of the sessions of the court at

18 May 1887 § 4. which the same is to be heard, and shall, at the same time, pay said clerk five

Fee.

P. L. 108.

Advertisement.

Groceries.

13 May 1887 § 5. P. L. 105.

dollars for expenses connected therewith, and said clerk shall cause to be published three times in two newspapers designated by the said court a list containing the names of all such applicants, their respective residences, and the place for which application is made. The first publication shall be not less than fifteen nor more than twenty-five days before the time fixed by the court: Provided, That no license shall be granted under the provisions of this act to any person to sell in any room where groceries are sold at wholesale or retail.(r)

II. Petition to obtain.

5. Said petition shall contain:

First. The name and present residence of applicant and how long he has there

Contents of peti- resided.

tion.

What is required of sureties on bond.

Surety on more than one bond.

Ibid. § 6. Certificate of twelve electors.

Second. The particular place for which a license is desired.

Third. The place of birth of said applicant, and, if a naturalized citizen, where and when naturalized.

Fourth. The name of owner of premises.

Fifth. That the place to be licensed is necessary for the accommodation of the public.

Sixth. That none of the applicants are in any manner pecuniarily interested in the profits of the business conducted at any other place in said county where any of said liquors are sold or kept for sale.

Seventh. That the applicant is the only person in any manner pecuniarily interested in the business so asked to be licensed, and that no other person shall be in any manner pecuniarily interested therein during the continuance of the license.(s)

Eighth. Whether applicant or any of them has had a license for the sale of liquors in this commonwealth, during any portion of the year preceding this application, revoked.

Ninth. The names of no less than two reputable freeholders of the county where the liquor is to be sold, who will be his, her or their sureties on the bond which is required, and a statement that each of said sureties is a bonâ fide owner of real estate in said county worth, over and above all incumbrances, the sum of two thousand dollars, and that it would sell for that much at public sale, and that he is not engaged in the manufacture of spirituous, vinous, malt or brewed liquors: Provided, That when any person is surety on more than one bond, he shall certify that he is worth four thousand dollars over and above all incumbrances and over and above any previous bonds he may be on as surety.(t)

Tenth. This petition must be verified by affidavit of applicant made before the clerk of the court, a magistrate, notary public, or justice of the peace, and if any false statement is made in any part of said petition the applicant or applicants shall be deemed guilty of the crime of perjury, and upon indictment and conviction shall be subject to its penalties.(u)

6. There shall be annexed to such petition a certificate, signed by at least twelve reputable qualified electors of the ward, borough or township in which such liquors are to be sold, setting forth that they have been acquainted with the applicant or applicants, that they have good reason to believe that each and all the statements

hundred dollars required by the act to be paid, and upon the production and filing with the clerk of the city treasurer's receipt, and after the applicant has given the bond required by the tenth section of the act of 13 May 1887, the clerk shall issue a license in the following form, duly attested by the clerk and under the seal of the court, viz.:

Court of quarter sessions of Philadelphia.

This is to certify that has been duly licensed by the court of quarter sessions of Philadelphia county to sell vinous, spirituous, malt or brewed liquors at retail for the space of one year from June 1, A.D. at [here insert the place]. In witness whereof I have hereunto set my hand and the seal of the said court, this day of [Seal.] In default of the production and filing with the clerk of the city treasurer's receipt as aforesaid, within fifteen days after the application has been granted, the clerk shall forthwith mark said application and grant "revoked."

A.D.

clerk.

(r) By the act of 20 April 1858, § 13, P. L. 368, "No person who keeps in his store or wareroom any hogsheads, stand-casks or liquor-pipes, or who keeps a grocery store, shall receive license to vend intoxicating liquor by less measure than one quart. And constables are hereby required to make return of all persons engaged in the sale of sprituous, vinous, malt or brewed liquors in their respective districts, who shall

have in their places of business any of the articles aforesaid, naming them and the location of their respective places of business. And if any such person shall have a license to vend such liquors by less measure than one quart, the court may, on investigation, revoke the same; but such persons may, on complying with the laws on the subject, obtain license to sell by no less measure than one quart." See Slowitzski's License, 5 Kulp 108.

The act 25 March 1842, § 44, P. L. 201, makes it unlawful to grant a license to any person "holding or exercising the office of sheriff, or to any house occupied by a sheriff."

(s) A contract between a brewer and an applicant for a retail license, by which the brewer furnishes the capital and is to be repaid by instalments, is not in violation of the license law, and a judgment confessed for the capital so furnished will not be opened. Germantown Brewing Co. v. Booth, 34 W. N. C. 440.

(t) So amended by the act 4 May 1893, P. L. 30. See the act 19 June 1891, P. L. 369, the title and enacting clause of which recited it as an amendment of the wholesale act of 24 May 1887, although it was evidently intended as an amendment of this clause of the act of 13 May 1887.

(u) The right to copyright blank forms of procedure under this act was sustained in Brightly v. Littleton, 37 Fed. Rep. 103.