special 5 Hill, 313; 113; 35 N. 4 Robt.,431; 144. § 17. A special partner may from time to time examine into the TITLE 1. state and progress of the partnership concerns, and may advise as Rights of to their management; he may also loan money to, and advance and partners. pay money for the partnership, and may take and hold the notes, 4 Abb. Pr., drafts, acceptances and bonds of or belonging to the partnership, as Y., 329; 15 security for the repayment of such moneys and interest, and may Abb. Pr., use ar1 lend his name and credit as security for the partnership, in Barb., 290; any business thereof, and shall have the same rights and remedies 97 N. Y., in these respects as any other creditor might have. He may also negotiate sales, purchases, and other business for the partnership, but no business so negotiated shall be binding upon the partnership, until approved by a general partner. Excepting as herein men- Restric tioned, he shall not transact any business on account of the partnership, nor be employed for that purpose, as agent, attorney or otherwise. If he shall interfere contrary to these provisions he shall be deemed a general partner. [Thus amended by L. 1857, ch. 414.] §18. The general partners shall be liable to account to each General other, and to the special partners, for their management of the con- account. cern, both in law and equity, as other partners now are, by law. [Section 19 repealed by L. 1886, ch. 593.] tions. partners to transfers ties void. § 20. Every sale, assignment, or transfer of any of the property Certain or effects of such partnership, made by such partnership when in- void. solvent, or in contemplation of insolvency, or after, or in contem- Certain judgments plation of, the insolvency of any partner, with the intent of giving a and securi preference to any creditor of such partnership or insolvent partner, 9 Abb. Pr., over other creditors of such partnership; and every judgment con- Abb., 71; 25 fessed, lien created, or security given, by such partnership, under N. Y., 491; the like circumstances, and with the like intent, shall be void, as against the creditors of such partnership. 132; 16 36 Barb., 262; 4 Robt., 426;56 How. Pr. R.. 365; 103 N.Y.633. [767] Certain partners § 21. Every such sale, assignment or transfer of any of the property or effects of a general or special partner, made by such general transfers, or special partner, when insolvent, or in contemplation of insolvency, property or after or in contemplation of the insolvency of the partnership with by general the intent of giving to any creditor of his own, or of the partner- void. ship, a preference over creditors of the partnership; and every judg- 581; 36 ment confessed, lien created, or security given, by any such partner, 16 Abb. under the like circumstances, and with the like intent, shall be void, as against the creditors of the partnership. 6 Paige, Barb., 262; Pr., 71; 25 28 Hun, 69; 39 Hun, 102; 97 N. Y., 262; 103 N. Y., 683. When spe ner to be. cial part come lia 22. Every special partner, who shall violate any provision of the two last preceding sections, or who shall concur in, or assent to, any such violation by the partnership, or by any individual partner, ble. shall be liable as a general partner. 39 Barb., 287; 19 W. D., 77. When not creditor. § 23. In case of the insolvency or bankruptcy of the partnership, no special partner shall, except for claims contracted pursuant to to claim as section seventeen, under any circumstances, be allowed to claim as a creditor, until the claims of all the other creditors of the partner- Paige, 582; ship shall be satisfied. [Thus amended by L. 1857, ch. 414.] 20 N. Y., 180; 6 24 Barb. 290; 35 N. Y., 328; 28 How. Pr. R., 103; 3 Sandf, 394; 97 N. Y., 142. by acts of TITLE 1. § 24. No dissolution of such partnership by the acts of the parties, Dissolution 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 clerk'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 577; 25 N. the counties where the partnership may have places of business, and Abb.Pr.,71. in the state paper. Y., 11 N. 2100; 12 Barb., 291; 6 Paige, Y., 491; 16 L. 1837, Chap. 129 - An act to amend title first, chapter four, part second of the Revised Statutes, concerning limited partnerships. Certificate, how to be acknowledged. SECTION 1. The certificate required by the fourth section of title first of chapter four of part second of the Revised Statutes of the state of New York, may be acknowledged or proved, as to the several persons signing the same, before the same persons before whom a conveyance of lands may be now or hereafter acknowledged or proved; and such acknowledgment or proof, shall be made and certified in the same manner as the acknowledgment or proof of the conveyances of lands may be made or certified; and the certificate when so made, shall have the same effect as if it were acknowledged in the manner heretofore required by the law hereby amended. L. 1872, Chap. 114- An act in relation to limited partnerships. Special partners may lease to general partners lands, etc. SECTION 1. It shall be lawful for a special partner in any limited partnership to lease to the general partner or partners any lands, tenements or other property for the purposes of the partnership, at such rents and upon such terms as may be agreed upon between them. [Supplementary Title.] TITLE 14. Partnership and other Business Names. L. 1849, Chap. 347 – An act in relation to copartnership styles. Act of 1833 modified. SECTION 1. The act entitled "An act to prevent persons from transacting business under fictitious names," passed April 29, 1833,* shall not apply to commercial copartnerships located and transacting business in foreign countries, but they may use their styles or firms of their houses in this state. 34 Hun, 192. L. 1854, Chap. 400— An act allowing the continued use of copartnership names in certain cases. Name, when to be continued. SECTION 1. When any copartnership shall have used or hereafter shall use any copartnership name, and the business conducted The statute referred to was repealed by L. 1886, ch. 593. by it shall be continued by some or any of the copartners, their assigns or appointees, it shall be lawful to continue the use of such name, provided that on every change of the persons continuing such use a certificate shall be filed and notice published as is hereinafter expressed. 16 J. & S., 559; 11 Daly, 293; 93 N. Y., 259. Certificate to be acknowledged and published. § 2. On every change of the person or persons continuing the use of such name, he or they shall sign and acknowledge, before any officer by law authorized to take acknowledgment of deeds, a certificate declaring the person or persons dealing under such name, with their place or places of abode, and file the same with the clerk of the county in which shall be his or their principal place of business, and shall cause the same to be published in a newspaper printed in the town or city in which shall be such principal place of business, or if none be printed in such town, then in a newspaper printed in the county town, and in the newspaper printed by the printer to this state, for four successive weeks. Register of firms. § 3. The county clerk shall keep a register of such firms and names, entering in alphabetical order the name of every firm and of the copartner or copartners thereof, for which registering and filing he shall receive for each firm a fee of one dollar, and an additional fee of ten cents for every name of a copartner beyond two; and the copies of such certificate and registry certified by him, and the affidavit of such publication, shall be evidence. To what partnerships act applicable. § 4. The provisions of this act shall apply to firms or copartnerships having business relations with foreign countries, and to all copartnerships in this state who have transacted business therein for a period of three years or upwards, and to any limited partnership formed under the laws thereof whose general partners or the majority of them shall have been members of the prior copartnership, and who shall elect to continue their business under the name of such prior copartnership and comply with the requirements of this act. [Thus amended by L. 1888, ch. 142, superseding L. 1863, ch. 144.] Repeal. § 5. All statutes to the contrary of this act are hereby repealed, as to persons within the purview hereof. L. 1868, Chap. 256-An act in relation to partnerships and the use by new partnerships of the names of former partnerships, Limited partnership may use name of former firm where majority of old firm are members of new one. SECTION 1. Any limited partnership which may hereafter be formed under the laws of this state may use the firm name of any former general or limited partnership formed under said laws, where a majority of the partners, general or special, in either of such last-mentioned copartnerships, or of the survivors thereof, shall be members of the new limited copartnership; or where a majority of the members of such former copartnership, or of the surviving members thereof, shall consent in writing to the use of such firm name by such new copartnership, upon complying with the provisions of the act entitled "An act allowing the continued use of copartnership names in certain cases," passed April seventeenth, eighteen hundred and fifty-four, and the act amendatory thereof, so far as the same may be applicable. [Thus amended by L. 1881, ch. 425.] L. 1880, Chap. 561 —An act to allow the continued use of a business name or designation in certain cases. Right to continue use of business name in cases named to be part of personal estate of deceased. SECTION 1. In case any resident of this state shall die, who, at the time of his death, and for a period of five years or more immediately prior thereto, was conducting and carrying on, in his sole name, any business in this state, or who, at the time of his death, was so conducting and carrying on any business having relation with other states or foreign countries, the right to use the name of said deceased, for the purpose of continuing and carrying on such business, shall survive, and in all cases where the right hereby given is exercised, such right to the use of such name shall form a part of the personal estate of such deceased, and shall pass or be disposed of and accounted for as such, and the right hereby given may be exercised under the provisions of this act in the case of all such persons who have died within five years last past. [Thus amended by L. 1881, ch. 389.] 79 N. Y., 490; 8 Daly, 1; 23 W. D., 31; 13 Daly, 854. Certificate to be executed by person continuing business and filed and published. § 2. In case any business shall be continued in the name of any such deceased person as in this act provided, the person or persons continuing such business shall execute and duly acknowledge a certificate setting forth the person or persons dealing or intending to deal under such name, with their respective places of resi dence, and file the same in the county where it is intended the principal place of business shall be, and shall cause a copy of such certificate to be published in a newspaper printed in the town or city in which shall be such principal place of business, or if none be printed in such town, then in a newspaper printed in the county town, and in the newspaper printed by the printer to this state for four successive weeks. County clerk to keep book in which to record certificates. § 3. The county clerk where any such certificate is filed as above provided, shall keep a book in which all such certificates shall be recorded at full length with their date of record, and also a register in which shall be recorded in alphabetical order every name which it shall be certified is to be used as herein provided, and in which shall also be recorded in alphabetical order the names of all persons filing certificates as herein provided, with the date of such filing, and copies of such certificates and an affidavit of advertisements, made as hereinbefore provided, shall be full evidence of the same. Clerk's fee. § 4. The clerk shall be entitled to a fee of one dollar for recording every such certificate and for entering the name to be used and the name of the person filing such certificate as herein provided; and to a further fee of fifty cents for making and properly certifying a copy of such certificate. Service of papers, etc. § 5. In case any action or proceeding shall be brought, founded in whole or in part upon any transaction growing out of a business conducted as hereby provided, and the name of such deceased is stated as a defendant, the process and papers in such action may be served on any person or persons using such name with like effect as though such person or persons had been named as defendant by his or their own respective names, and with the same effect as though all such persons were served with process, and the process and all papers may be amended by substituting the name or names of the person or persons using the name of such deceased, and no action shall fail, abate or be in any manner hindered by the name of such deceased being so used. TITLE 2. TITLE II. Of promissory Notes, and Bills of Exchange. SEC. 1. Effect of promissory notes payable to order or bearer. 3. Word "person," in two last sections, to extend to corporations. SEC. 8. When unconditional promise to accept, to be deemed acceptance. 13. Inhabitants to register names and places to which notices, etc., to be sent. 15. If registry not made, drafts, etc., may be presented to clerk. 16. And notices, etc., may be served by leaving at post-office. 17. When preceding provisions not to operate. 18. Rates of damages on protest for non-payment of bills of exchange. 19. Damages in lieu of interest, etc., to time of notice of non-payment. 20. If bill payable in money of United States, rate of exchange not to be regarded. 21. If payable in foreign currency, amount due to depend on rate of exchange. 22. Rate of damages on protest of bill for non-acceptance. 23. Purchasers of bills only to recover damages herein allowed. TITLE 2. [768] sory notes bearer, ne SECTION 1. All notes in writing, made and signed by any person, Promiswhereby he shall promise to pay to any other person, or his order, payable to or to the order of any other person, or unto the bearer, any sum of order or to money therein mentioned, shall be due and payable, as therein ex- gotiable. pressed; and shall have the same effect, and be negotiable in manner, as inland bills of exchange, according to the custom of merchants. like Their effect. 29; 2 Hilt., 6 N. Y., 19, 57 N. Y., 73; 52 N. Y., 1; 54 N. Y., 234; 46 How. Pr. R., 411; 44 How. Pr. R., 7; 60 N. Y., 527; 39 Barb, 45; 265; 61 N. Hun, 354. [1 R. L., 151.] by agent. § 2. Every such note, signed by the agent of any person, under a Signature general or special authority, shall bind such person, and shall have the same effect, and be negotiable, as above provided. [1 R. L., 151.] Corpora cluded. §3. The word "person," in the two last preceding sections, shall tions in be construed to extend to every corporation, capable by law of mak- 23 Barb., ing contracts. 176; 5 Denio, 567, Actions by dorsees 4. The payees and endorsees of every such note payable to them 577. or their order, and the holders of every such note payable to bearer, payees, enmay maintain actions for the sums of money therein mentioned, and against the makers and endorsers of the same respectively, in like holders. manner as in cases of inland bills of exchange, and not otherwise. [1 R. L., 151.] when pay. order of 5. Such notes, made payable to the order of the maker thereof, Effect or to the order of a fictitious person, shall, if negotiated by the able to maker, have the same effect, and be of the same validity, as against the maker and all persons having knowledge of the facts, as if payable to bearer. maker, etc. 2 Sandr. S. 3 Hill, 115; C., 138; 4 E.D.Smith, 85; 1 Bosw., 205; 9 J. & S., 215; 7 Daly, 137; 61 N. Y., 251; 79 N. Y., 536. ances to be § 6. No person within this state shall be charged as an acceptor Accepton a bill of exchange, unless his acceptance shall be in writing, in writing, signed by himself, or his lawful agent. &c. 15 Hun, 405; 8J. &S, 15; 9 N. Y., 584; 8 N. Y., 398; 5 Hill, 413; 2 Hill, 583; 1 Hill, 84, 584; 5 Duer, 377; 10 Abb., 59; 46 N. Y., 88; 3 Bosw., 512; 5 id., 291; 2 Duer, 121; 54 N. Y., 234; 32 Hun, 398; 101 N. Y., 447; 83 N. Y., 318. Effect of accept § 7. -If such acceptance be written on a paper, other than the bill, shall not bind the acceptor, except in favor of a person to whom ance on such acceptance shall have been shown, and who, on the faith thereof, shall have received the bill for a valuable consideration. |