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Limited Partnership Asso Ciations


LIMITED PARTNERSHIP ASSO CIATIONS. Some States have provided by statute for the organization of limited partnership associations, which are neither partnerships nor corporations, but perhaps resemble the latter more than the former. The statutes provide that a number of persons—in Ohio not less than three nor more than twenty-five—may unite in the conduct of any lawful business for a period of years, except banking or dealing in real estate, by sub scribing and contributing capital thereto, and that by following the prescribed statutory formalities, no one of such persons shall be liable for the debts of such as sociation beyond the amount which he has sub scribed.

The requirements in formation resemble those for limited partnerships, as to the filing of a certificate with names of the parties and the amounts contributed by each; further, they require the amounts subscribed to be paid in within a stated time; the name of the asso ciation to be used in all matters and followed by the word "limited ;" require meetings of the members periodically, and the election of managers and officers for the conduct of the business of the association; and limit the amounts for which the managers may bind the association by parol, and require the keeping of a reg ister of debts and liabilities of the firm, and the entering therein of all debts and liabilities contracted. Unless the statute is strictly and closely followed, the mem bers become liable as general partners. See Ohio Stat., Secs. 3161a-3161m.

It is unnecessary to repeat here the importance of die two legal subjects which are treated in this num ber of the Home Law School Series. Contracts and Partnerships, and the principles of law governing them, are of daily use in the commercial world, and should be fairly well understood by every adult citizen. Many vexatious disputes and costly suits at law would be avoided if men of business were sufficiently in formed in the elements of law as to be able to observe the common essentials required in making valid con tracts, and establishing the partnership relation. The author believes that a fair knowledge of these essential principles may be gleaned from the foregoing pages. It only remains to give some simple and practical forms, with appropriate wordings for the formation of contracts and the establishment of partnerships, and thus illustrate in the concrete what we have been dis cussing.

It is not to be understood that a contract, or articles of partnership must conform to any specific wording; if the necessary elements or essentials are present the form is immaterial. But the individual or lawyer who desires his agreements to go unchallenged will not be unmindful of the usual way in which such agreements are drawn.

Beginning and Ending of a Simple Contract.

This Agreement, made and entered into this 15th day of October, 1899, by and between John Doe, of Conneaut, Ohio, party of the first part, and Richard Roe, of the same place, party of the second part, Wit nesseth That, etc. (here filling in the terms of the agreement). In testimony whereof, the said parties have hereunto set their hands the day and year above mentioned.

John Doe, Richard Roe.

Agreement for Sale and Delivery of Coal. Memorandum of agreement, made this day between John Doe and Richard Roe, both of Conneaut, Ohio, as follows: That he, the said Richard Roe, for the con sideration hereinafter mentioned, hath sold, and by these presents cloth agree to deliver to the said John Doe, at his factory in Conneaut, free of all charges and expenses whatsoever, three thousand bushels of coal, from time to time, between the date of these pres ents and the first day of January next, in such quanti ties and at such times as the said John Doe shall re quire, and the whole to be delivered on or before the said first day of January; and the said John Doe agrees to pay to the said Richard Roe, the sum of cents per bushel, the said sum to be paid in cash on the first day of January next.

Witness our hands this first day of October, A. D. 1899.

John Doe, Richard. Roe.

Agreement for Building a House.

This Agreement, etc. (same as in first form), wit• nesseth: That the said R. R. agrees to construct for the said J. D. at Conneaut, Ohio, a two-story frame house, ac cording to plans and specifications hereto annexed and made a part of this agreement. And the said R. R. further agrees to furnish all materials necessary to the construction of the said 'house, and to perform the work, and finish and complete the said house, accord ing to the plans and specifications, on or before the — day of —, 1899.

In consideration of the said service by the said R. R. the said J. D. agrees to pay the said R. R. the full sum of $1,500.00 in installments, as follows, to wit: $500.00 When the foundation for said building is com pleted according to the plans and specifications; $500.00 when the said building is enclosed; and tile balance of $500.00 when the said building is completed according to the plans and specifications.

(Add any special agreements as to extra work, alter ations, right to dismiss employes, etc.) In witness whereof, etc.

day, john, doe, agreement and richard