Damages on bills payable without this in U. S. R. S. 33, § 3. 1837, 239. contents thereof shall, on due notice and demand, pay the same at the par value thereof, with twenty per cent. thereon, in full of all damages, interest, and charges. SECT. 13. The rates of damages to be allowed upon bills of exchange duly protested for non-acceptance or non-payment, if drawn or indorsed state, but with- within this state, payable at a place without this state but within the United States, shall, in addition to the contents of such bill with interest and costs, be as follows: if payable within the states of Maine, New Hampshire, Vermont, Rhode Island, Connecticut, or New York, two per cent.; New Jersey, Pennsylvania, Maryland, or Delaware, three per cent.; Virginia, North Carolina, South Carolina, Georgia, or in the District of Columbia, four per cent.; and if in any other of the United States or the territories thereof, five per centum. on bills paya state. R. S. 33, § 4. 5 Greení. 174. SECT. 14. The rate of damages, upon bills of exchange or orders for ble within this the payment of money, drawn or indorsed within this state, for a sum not less than one hundred dollars, and payable within the state at a place not less than seventy-five miles distant from the place where the same is drawn or indorsed, when such bills or orders are not duly accepted or paid, shall be one per cent. in addition to the contents thereof, and interest on the contents. Days of grace. R. S. 33, § 5. 4 Mass. 251. 21 Pick. 483. 6 Met. 13. not when payable on demand. R. S. 33, § 6. SECT. 15. On bills of exchange payable within this state at sight or at a future day certain, and on promissory negotiable notes, orders, and drafts, payable within this state at a future day certain, in which there is not an express stipulation to the contrary, grace shall be allowed, except as provided in the following section, in like manner as it is allowed by the custom of merchants on foreign bills of exchange payable at the expiration of a certain period after date or sight. SECT. 16. The provisions of the preceding section shall not extend to any bill of exchange, note, or draft, payable on demand. Shippers of merchandise in possession to owners, &c.¡ 1815, 193, § 1. SECTION 1. Every person in whose name merchandise is shipped for sale by a person in the lawful possession thereof at the time of the be deemed true shipment, shall be deemed to be the true owner thereof so far as to entitle the consignee to a lien thereon for money advanced or securities given to the shipper for or on account of such consignment, unless the consignee, at or before the time when he made the advances or gave the securities, had notice, by the bill of lading or otherwise, that the shipper was not the actual and bona fide owner. Factor, &c., in possession of merchandise, SECT. 2. Every factor or other agent intrusted with the possession of merchandise, or a bill of lading consigning merchandise to him, for the &c., to be deem- purpose of sale, shall be deemed to be the true owner thereof so far as to give validity to any bona fide contract made by him with any other person for the sale of the whole or any part of such merchandise. SECT. 3. When a person intrusted with merchandise, and having ed owner. 1845, 193, §2. Consignee of merchandise to sell, to have 1849, 216, §§ 1, 2. authority to sell or consign the same, ships or otherwise transmits or person having delivers it to any other person, such other person shall have a lien possession of thereon for any money or merchandise advanced or negotiable security with authority given by him on the faith of such consignment, to or for the use of the lien for adperson in whose name such consignment or delivery was made; and for vances, if, &c. any money, negotiable security, or merchandise, received for the use of the consignee by the person in whose name such consignment or delivery was made; if such consignee had at the time of such advance or receipt probable cause to believe that the person in whose name the merchandise was shipped, transmitted, or delivered, was the actual owner thereof, or had a legal interest therein to the amount of said lien. rights of such person, if, &c. SECT. 4. When a consignee or factor having possession of merchan- Pledgee of perdise with authority to sell the same, or having possession of a bill of lading, son having permit, certificate, or order, for the delivery of merchandise, with like au- merchandise or bill of lading thority, deposits or pledges such merchandise or any part thereof, or such with power to document, with any other person as a security for money or merchan- sell, to acquire dise advanced or a negotiable instrument given by him upon the credit thereof, such other person (if he makes such loans, advances, and exchanges, in good faith and with probable cause to believe that the agent making the deposit or pledge had authority so to do, and was not acting fraudulently against the owner of such merchandise) shall acquire the same interest in, and authority over, such merchandise and documents as he would have acquired thereby if the agent had been the actual owner thereof, notwithstanding he had notice of such agency. for antecedent SECT. 5. When such merchandise or document is accepted in de- When pledge is posit or pledge for an antecedent debt due from such consignee or debt, pledgee to factor, the person receiving the same shall thereby acquire no other or acquire no other right, &c. further right, or interest in, or authority over, or lien upon, the same, 1849, 216, §4. than the consignee or factor might have enforced against the actual owner. preceding sec 1849, 216, § 5. SECT. 6. The provisions of the three preceding sections shall not Limitations and affect the lien of a consignee or factor at law for the expenses and restrictions on charges attending the shipment, transportation, and care, of merchan- tions. dise intrusted to him; nor prevent the actual owner from recovering such merchandise from the consignee or factor previous to the pledge thereof, or from his assignees in case of his insolvency; nor prevent such owner from recovering any merchandise or document so deposited or pledged, upon tender of the money and restoration of the negotiable security or property so advanced to such consignee or factor, and upon tender of such further sum of money and restoration of such negotiable instrument or property as may have been advanced or given by the consignee or factor to the owner, or upon tender of a sum of money equal to the amount or value thereof; nor prevent him from recovering from the person with whom such merchandise may have been so deposited or pledged, any balance of money remaining in his hands as the proceeds of the sales thereof, after deducting the amount of the moneys or of the negotiable security so advanced thereon. Limited part nerships may be formed, except for banking, &c. R. S. 34, § 1. General and special part ners, and their liabilities. R. S. 34, §2. Certificates to bemadeby pin R. S. 34, § 3. to be acknowledged and recorded. if false, all partners. R. S. 34, § 4. 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 prescribed in this chapter; but nothing herein contained shall authorize such partnerships for the purpose of banking or in surance. SECT. 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 hereinafter mentioned. SECT. 3. The persons forming such partnerships shall make and severally sign a certificate, which shall contain the name or firm under which the partnership is to be conducted, the names and respective places of residence of all the general and special partners, distinguishing who are general and who are special partners, the amount of capital which each special partner has contributed to the common stock, the general nature of the business to be transacted, and the time when the partnership is to commence, and when it is to terminate. SECT. 4. No such partnership shall be deemed to have been formed, until a certificate so made shall be acknowledged by all the partners before some justice of the peace, and recorded in the registry of deeds of Hiable as general the county or district in which the principal place of the business of the partnership is situated, in a book to be kept for that purpose, open to public inspection; and if the partnership shall have places of business in different counties or districts, a copy of the certificate certified by the register of deeds in whose office it is recorded, shall be filed and recorded in like manner in the office of the register of deeds in every such county or district. If a false statement is made in such certificate, all the persons interested in the partnership shall be liable, as general partners, for all the engagements thereof. to be published; otherwise partnership shall be general. R. S. 34, § 5. Provision for renewal of partnerships. R. S. 34, § 6. SECT. 5. The partners shall, for six successive weeks immediately after such registry, publish a copy of the certificate above mentioned in a newspaper printed in the county where their principal place of business is situated; or if no such paper is there printed, then in a newspaper printed in the city of Boston; if such publication is not so made, the partnership shall be deemed general. SECT. 6. Upon every renewal or continuation of a limited partnership beyond the time originally agreed upon for its duration, a certificate thereof shall be made, acknowledged, recorded, and published, in like manner as is provided in this chapter for the original formation of limited partnerships; and every such partnership not renewed in con formity with the provisions of this section shall be deemed a general partnership. 1850, 91. SECT. 7. The business of the partnership shall be conducted under a Partnership firm in which the names of the general partners only shall be inserted, style, &c. without the addition of the word company or any other general term. 1858, 143. If the name of any special partner is used in such firm with his consent or privity, he shall be deemed and treated as a general partner, or if he personally makes 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 in relation to such contract, unless he makes it appear that in making such contract he acted as special partner only. If the firm consists of more than three general partners, all their names need not be inserted in the style of the firm. drawn, &c. SECT. 8. During the continuance of any partnership under the pro- Capital stock visions of this chapter, no part of the capital stock thereof shall be with- not to be withdrawn, nor any division of interest or profits be made, so as to reduce R. S. 34, § 8. such capital stock below the sum stated in the certificates before mentioned; and if at any time during the continuance or at the termination of the partnership, the property or assets are not 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. general part &c. SECT. 9. All suits respecting the business of such partnership shall Suits to be by be prosecuted by and against the general partners only; except in those and against the cases in which provision is made in this chapter that the special partners ners, except, shall be deemed general partners, and that special partnerships shall be R. S. 34, § 11. 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 are held severally responsible on account of sums by them received or withdrawn from the common stock, as before provided. how effected. SECT. 10. No dissolution of a limited partnership shall take place, Dissolution, except by operation of law, before the time specified in the certificate R. S. 34, § 12. before mentioned, unless a notice of such dissolution is recorded in the registry in which the original certificate, or the certificate of renewal or continuation of the partnership, was recorded, and in every other registry where a copy of such certificates was recorded; nor unless such notice is also published for six successive weeks in some newspaper printed in the counties where the certificates of the formation of such partnership were published according to the provisions of this chapter; and if there is no such paper at the time of such dissolution, then in some newspaper printed in the city of Boston. SECT. 11. In all cases not otherwise provided for in this chapter, the members of limited partnerships shall be subject to all the liabilities and entitled to all the rights of general partners. Liability of partners in other cases. R. S. 34, § 13. CHAPTER 56. OF THE UNAUTHORIZED USE OF TRADE MARKS AND NAMES. SECTION 1. Trade marks of another not to be used without consent. 2. Penalty. SECTION 3. No person to use another's name in busi- 4. Supreme court may restrain such use. Trade marks of another not to consent, &c. 1859, 234, § 1. SECTION 1. When a person uses any peculiar name, letters, marks, be used without device, or figures, cut, stamped, cast, or engraved upon, or in any manner attached to or connected with any article manufactured or sold by him to designate it as an article of a peculiar kind, character, or quality, or as manufactured by him, no other person, without his consent, shall use the same or any similar names, letters, marks, devices, or figures, for the purpose of falsely representing any articles to have been manufactured by, or to be of the same kind, character, or quality as that manufactured or sold by, the person rightfully using such name, letters, mark, device, or figure. Penalty. No person to use another's name in business without written consent. 1853, 156, § 1. S. J. C. may re- 2 Gray, 379. SECT. 2. Whoever violates the provisions of the preceding section, or knowingly sells, or exposes for sale, any article having any name, letters, mark, device, or figure attached to or connected with it, in viola tion of the preceding section, shall be liable to any party aggrieved thereby for all damages actually incurred, to be recovered in an action of tort. SECT. 3. No person carrying on business in this state shall assume or continue to use in his business the name or names of any persons formerly connected with him in partnership, or of any other persons, either alone or in connection with his own or any other name or designation, without the consent in writing of such person or his legal representatives. SECT. 4. The supreme judicial court may restrain by injunction any use of trade marks or names in violation of the provisions of this chapter. TITLE XIV. OF CORPORATIONS AND PROPRIETORS OF COMMON LANDS. CHAPTER 57.-Of Banks and Banking. CHAPTER 58.-Of Insurance Companies. CHAPTER 59.- Of Loan and Fund Associations. CHAPTER 60.—Of Manufacturing and other Corporations organized under Special Charters. CHAPTER 65. Of Aqueduct Corporations. Of Agricultural and Horticultural Societies. Of Proprietors of Wharves, General Fields, and Real Estate lying in common. CHAPTER 68. — Of the Powers, Duties, and Liabilities, of Corporations. |