what may have been advanced or received." However, this applies only to transactions had together as partners or in reference to partnership property; therefore, one partner may sue another on matters outside of partnership concern. There are also some exceptions to the general rule. Thus, if the accounts have been finally adjusted and a balance struck, the party may sue for the amount due, or if there has been a final adjustment of partnership affairs except as to one transaction, a suit at law will lie to settle this claim. Courts of equity have jurisdiction to settle partnership controversies and will do whatever is necessary to settle them in accordance with justice. In financial disputes, an accounting usually takes place. This is usually a final account on dissolution, but a more limited account is sometimes ordered, simply to set matters aright, without dissolving the firm. Such has been allowed where there was an agreement between the partners that there should be periodical accountings, or where an execution has been levied against a partner's interest, or to obtain a share of secret profits made by a partner in the conduct of the firm business. Generally, interest will not be allowed on partnership accounts until a balance has been struck on settlement between the parties unless the partners have otherwise agreed or acted in the management of their business. It depends largely upon the circumstances of each case. A receiver of the partnership property may be appointed, in the discretion of the court, where the partnership property or profits are in danger of being lost or impaired. A receiver is usually not appointed unless a dissolution is contemplated or asked for, but circumstances may arise when the court will appoint a receiver to take charge of the partnership property and affairs, even though no dissolution be prayed for. The matter rests largely in the discretion of the court.

SECTION VIII.

LIMITED PARTNERSHIPS.

In Wisconsin, a limited partnership is a partnership compossed of one or more members, called general partners, who are jointly and severally responsible, as general partners now are by law, and one or more persons, called special partners, who contribute in actual cash payments a specific sum as capital to the common stock, and who are not liable for the debts of the partnership beyond the fund so contributed by him or them to the capital.

Limited partnerships were unknown to the common law and can only exist by virtue of statutory authority. They are of rare occurence in this state. Chapter 81 of the Revised Statutes of 1898 govern them in our state. The object in allowing them is to encourage men of means to employ their wealth in trade by uniting with men of ability but of limited means, without being subject to lose more than the amount actually invested. A limited partnership may be formed for the transaction of any mercantile, mechanical or manufacturing business, but not for the purpose of banking or insurance. Unless the provisions of the statute are substantially complied with, the limited partnership will fail and all partners are liable as general partners.

How formed.-The persons desirous of forming a limited partnership in this state must make and severally sign a certificate which will contain:

1. The name of the firm under which such partnership is to be conducted.

2. The general nature of the business intended to be transacted.

3. The names of all the general and special partners interested therein, distinguishing which are general and which are special partners and their respective places of residence.

4. The amount of capital which each special partner shall have contributed to the common stock.

5. The period at which the partnership is to commence and the period at which it will terminate.

Such certificate must be acknowledged by the several persons signing the same and shall then be filed in the office of the clerk of the circuit court of the county in which the principal place of business of the partnership shall be situated and recorded by him. If the firm has a place of business in another county, a copy of the original certificate certified by the clerk of the circuit court where the original is filed, shall also be filed and recorded in the office of the clerk of the court of such county.

At the time of filing the original certificate, an affidavit of one or more of the general partners shall also be filed in the office of the clerk of the court stating that the sums specified in the certificate to have been contributed by each special partner to the common stock have been actually and in good faith paid in cash. No limited partnership exists until the above provisions have been complied with. The partners

shall publish the terms of the partnership, when registered as above stated, for at least six weeks, immediately, in two newspapers to be designated by the clerk of the circuit court of the county in which the registry was made and to be published in the judicial circuit where the business is to be carried on.

The renewal of a limited partnership beyond the time originally fixed for its duration requires the same procedure as was necessary for its original formation.

The firm name.-The business of the limited partnership must be conducted under a firm name, in which the names of the general partners only shall appear, except that when there are two or more general partners the words "& Company" may be used. The firm must also place in some conspicuous place and in front of the building in which it has its chief place of business some sign on which shall be painted in English characters all the names of the partners, designating which are general and which are special partners.

A special partner cannot reduce the amount he has put into the firm during the continuance of the limited partnership, nor can he transact any of the partnership business. He may, however, examine into the state and progress of the firm and advise as to management.

Dissolution. --No dissolution by the acts of the parties can 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 office of the clerk of the circuit court of the county 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 a place of business.

SECTION IX.

JOINT STOCK COMPANIES.

It

A joint stock company partakes of some of the characteristics of both a partnership and a corporation. The liability of its members is practically that of a partnership. is like a corporation in that the share of a member may be transferred without the consent of the company or its members and without dissolving the company. Their existence is largely regulated by statute. They are

now quite uncommon, probably owing to the great liability of the members, and owing to the fact that a corporation answers the same purpose, with less liability on the part of the members. In Wisconsin, a joint stock company consisting of seven or more members may be sued in the name of its president, or if he cannot be found, in the name of any authorized agent. A judgment against a joint stock company is first satisfied out of the joint property, and if there is no common property, then an action may be brought against the individual members. A foreign joint stock company must file an authenticated copy of its articles of association with the Secretary of State before it is allowed to do business in this state.

SECTION X.

UNINCORPORATED ASSOCIATIONS.

Unincorporated societies, clubs or associations have a peculiar and indefinite status in the law. They may be defined as a number of persons united together by mutual consent in order to deliberate, determine and act for some common purpose. The object for which they are created, has an important and almost controlling bearing upon the liability of the association and its members. If the object of the association is pecuniary gain, then the law treats it the same as an ordinary partnership and its members are individually liable for the debts of the association. But unincorporated societies, clubs or associations, the objects of which are social or political, and not for the purpose of trade or profit, are not partnerships, and pecuniary liability can be fastened on the individual member of such associations only by reason of the acts of the individual or his agent and the agency must be made out-none is implied from the mere fact of association. The officers of an unincorporated association are personally liable for acts done without authority. The association is liable for the acts of its officers or agents done within the scope of their authority, but the liability is created through an agency, and to charge a member it must be shown that he has actually or constructively assented to or ratified the act upon which such liability rests. Thus, the trustees of a secret society who are vested with general powers to manage its property, may make a valid lease of the lodge rooms to another society for use one night in each

week, and in an action against the members of an unincorporated lodge for a debt incurred in purchasing a building lot the court says: "The proof fails to show that the officers or a committee or any number of the members had a right to contract debts for the buying of a lot which would be valid against every member from the mere fact that he was a member of the lodge. But those who engaged in the enterprise are liable for the debts they contracted, and all are included in such liability who assent to the undertaking or subsequently ratify it. Those who participated in the buying of the lot by voting for and advising it, are bound the same as the committee who had it in charge."