CHAPTER II. GENERAL PARTNERSHIP. ARTICLE I. WHAT IS A GENERAL PARTNERSHIP. III. MUTUAL OBLIGATIONS OF PARTNERS. IV. LIABILITY OF PARTNERS. V. TERMINATION OF PARTNERSHIP. VI. LIQUIDATION. VII. OF THE USE OF FICTITIOUS NAMES. ARTICLE I. WHAT IS A GENERAL PARTNERSHIP. SECTION 2424. General partnership, what. partnership, what. SEC. 2424. Every partnership that is not formed in General accordance with the law concerning special or mining partnerships, and every special or mining partnership, so far only as the general partners are concerned, is a general partnership. N. Y. C. C., Sec. 1298. ARTICLE II. POWERS AND AUTHORITY OF PARTNERS. SECTION 2428. Power of majority of partners. 2429. Authority of individual partner. 2430. What authority partner has not. 2431. Partner's acts in bad faith, when ineffectual. Power of majority SEC. 2428. Unless otherwise expressly stipulated, the decision of the majority of the members of a general part- partners. nership binds it in the conduct of its business. N. Y. C. C., Sec. 1299. individual SEC. 2429. Every general partner is agent for the Authority partnership in the transaction of its business, and has partner. authority to do whatever is necessary to carry on such business in the ordinary manner, and for this purpose may bind his copartners by an agreement in writing. N. Y. C. C., Sec. 1300. NOTE. The authorities cited under this section of the What au thority partner has not. Partner's acts in bad ineffectual. SEC. 2430. A partner, as such, has not authority to do any of the following acts, unless his copartners have wholly abandoned the business to him, or are incapable of acting: 1. To make an assignment of the partnership property, or any portion thereof, to a creditor, or to a third person, in trust for the benefit of a creditor or of all creditors. 2. To dispose of the good will of the business. 3. To dispose of the whole of the partnership property at once, unless it consists entirely of merchandise. 4. To do any act which would make it impossible to carry on the ordinary business of the partnership; or, 5. To do any other act not within the scope of the preceding section. N. Y. C. C., Sec. 1301. NOTE.-See note to Sec. 1301 (N. Y. C. C.) for authorities. SEC. 2431. A partner is not bound by any act of a cofaith, when partner, in bad faith toward him, though within the scope of the partner's powers, except in favor of persons who have in good faith parted with value in reliance upon such act. N. Y. C. C., Sec. 1302. NOTE. If a choice must be made which of two parties must suffer by the bad faith of a person, that one who, by association with, indorses him, ought to suffer. ARTICLE III. Profits of individual partner. In what business MUTUAL OBLIGATIONS OF PARTNERS. SECTION 2435. Profits of individual partner. 2436. In what business partner may not engage. 2437. In what he may engage. 2438. Must account to firm for profits. SEC. 2435. All profits made by a general partner, in the course of any business usually carried on by the partnership, belong to the firm. N. Y. C. C., Sec. 1303. SEC. 2436 A general partner who agrees to give hist partner may personal attention to the business of the partnership, may not engage in any business which gives him an in not engage. terest adverse to that of the partnership, or which prevents him from giving to such business all the attention which would be advantageous to it. N. Y. C. C., Sec. 1304. SEC. 2437. A partner may engage in any separate In what he business, except as otherwise provided by the last two sections. N. Y. C. C., Sec. 1305. SEC. 2138: A general partner transacting business contrary to the provisions of this article may be required by any copartner to account to the partnership for the profits of such business. N. Y. C. C., Sec. 1306. may engage. Must acfor profits. count to firm ARTICLE IV. LIABILITY OF PARTNERS. SECTION 2442. Liability of partners to third persons. 2443. Liability for each other's acts as agents. 2444. Liability of one held out as partner. 2445. No one liable as partner unless held out as such. SEC. 2442. Every general partner is liable to third persons for all the obligations of the partnership, jointly with his copartners. N. Y. C. C., Sec. 1307. Liability of third persons partners to SEC. 2443. The liability of general partners for each Liability for other's acts is defined by the Title on Agency. N. Y. C. C., Sec. 1308. each other's acts as agents. one held out as partner. SEC. 2444. Any one permitting himself to be repre- Liability of sented as a partner, general or special, is liable, as such, to third persons to whom such representation is communicated, and who, on the faith thereof, give credit to the partnership. N. Y. C. C., Sec. 1309. SEC. 2445. No one is liable as a partner who is not No one liable such in fact, except as provided in the last section. N. Y. C. C., Sec. 1310. NOTE.-See note to this section in the New York Civil Code. as partner unless held out as such. ARTICLE V. Duration of TERMINATION OF PARTNERSHIP. SECTION 2449. Duration of partnership. 2451. Partial dissolution. 2452. Partner entitled to dissolution. 2453. Notice of termination. 2454. Notice by change of name. SEC. 2449. If no term is prescribed by agreement for partnership. its duration, a general partnership continues until dis solved by a partner or by operation of law. Total dissolution of N. Y. C. C., Sec. 1311. SEC. 2450. A general partnership is dissolved, as to all partnership. the partners Partial dissolution. Partner entitled to dissolution. 1. By lapse of the time prescribed by agreement for its duration. 2. By the expressed will of any partner, if there is no such agreement. 3. By the death of a partner. 4. By the transfer to a person, not partner, of the interest of any partner in the partnership property. 5. By war, or the prohibition of commercial intercourse between the country in which one partner resides, and that in which another resides; or, 6. By a judgment of dissolution. N. Y. C. C., Sec. 1312. SEC. 2451. A general partnership may be dissolved, as to himself only, by the expressed wil! of any partner, notwithstanding his agreement for its continuance, subject however to liability to his copartners for any damage caused to them thereby, unless the circumstances are such as entitle him to a judgment of dissolution. N. Y. C. C., Sec. 1313. SEC. 2452. A general partner is entitled to a judgment of dissolution— 1. When he, or another partner, becomes legally inca pable of contracting. 2. When another partner fails to perform his duties under the agreement of partnership, or is guilty of serious misconduct; or, 3. When the business of the partnership can be carried on only at a permanent loss. N. Y. C. C., Sec. 1314. termination.. SEC. 2453. The liability of a general partner for the Notice of acts of his copartners continues, even after a dissolution of the partnership, in favor of persons who have had dealings with, and given credit to the partnership during its existence, until they have had personal notice of the dissolution; and in favor of other persons until such dissolution has been advertised in a newspaper published in every county where the partnership, at the time of its. dissolution, had a place of business, if a newspaper is there published, to the extent in either case to which such persons part with value in good faith, and in the belief that such partner is still a member of the firm. N. Y. C. C., Sec. 1315. SEC. 2454. A change of the partnership name, which plainly indicates the withdrawal of a partner, is sufficient notice of the fact of such withdrawal to all persons to whom it is communicated; but a change in the name, which does not contain such an indication, is not notice of the withdrawal of any partner. N. Y. C. C., Sec. 1316. Notice by name. change of ARTICLE VI. LIQUIDATION. SECTION 2458. Powers of partners after dissolution. 2459. Who may act in liquidation. 2460. Who may not act in liquidation. 2461. Powers of partners in liquidation. 2462. What partner may do in liquidation. SEC. 2458. After the dissolution of a partnership, the powers and authority of the partners are such only as are prescribed by this article. N. Y. C. C., Sec. 1317. SEC. 2459. Any member of a general partnership may act in liquidation of its affairs, except as provided by the next section. N. Y. C. C., Sec. 1318. |