Bernard & Leas Manuf'g Co. v. Packard & Calvin, Ltd.

DALLAS, Circuit Judge. The bill of exceptions set forth that: “Upon the trial the evidence on the part of the plaintiff; showed, as the basis of his suit, a written contract for the construction of a mill, at a cost exceeding five hundred dollars,1 made by plaintiff with ‘Packard & Calvin, Ltd.’; a company claiming to have been organized under the limited partnership act of Pennsylvania, approved June 2, 1874, and its supplements. The plaintiff’s evidence further showed that M. L. Packard was the wife of W. It. Packard, and that Tabitha L. Calvin was the wife of William J. Calvin, and that these four persons, who are the defendants in this case, were the only members or stockholders of the said alleged limited partnership, and that they had complied with all the requirements of the said act of 1874 and its supplements, if they, as two husbands and their respective wives, were competent, under said act and its supplements, to organize and constitute a limited partnership association. It further appeared by the plaintiff's evidence that the contract in suit was signed, ‘Packard & Calvin, Ltd.,’ by only one manager of said alleged limited partnership. The plaintiff, having shown these facts, rested his case; and the court, upon motion of defendant’s attorney, entered a compulsory nonsuit, which the court afterwards refused to take off.” The question which was raised in the circuit court, and which is now presented here, is whether the four persons who had associated themselves together as stated in the foregoing extract are liable, as general partners upon the contract sued on, notwithstanding the fact that it was “made by plaintiff with Packard & Calvin, Ltd.” The action was brought to enforce such supposed general liability, and the plaintiff contends that, to that end, it should have been sustained. This contention is put upon several grounds, which will be separately disposed of, but without extended discussion. 1. The Pennsylvania statute of June 2, 1874, which requires not less than three persons to unite to form a limited partnership, is complied with where, as in this instance, two of the persons uniting are married women, and the qthers are their respective husbands. This understanding of the law seems to be supported by the opinion of the supreme court of Pennsylvania delivered in the case of Steffen v. Smith, 159 Pa. St. 207, 28 Atl. 295; and, apart from this, we have no doubt of its correctness. 2. The fact that the abbreviation “Ltd.” and not the entire word “Limited,” was made part of the signature to this contract, is claimed in the plaintiff’s brief to have created the general liability averred; but this point has not been very strenuously urged in oral argument, and we do not perceive that it has any force. 3. The proposition that, because the contract was signed “by only one manager of said alleged limited partnership,” all the members thereof became generally liable, is untenable. It is founded on the provision of the Pennsylvania statute (section 5) that “no liability for an amount exceeding five hundred dollars, except against the person incurring it, shall bind the said association, unless reduced to writing and signed by at least two managers.” But it is quite plain that the act of a single manager, in disregard of this provision, cannot have the effect of extending the liability of the other members of the asso311 elation. It was intended for Ibeir benefit, and should not be construed to their disadvantage. The person so incurring a liability is himself bound, but, as this results from an express exception, applied to him only, it follows that the legislature could not have intended that his comembers would be similarly bound. The judgment is affirmed, with costs. Footnotes [1] Note. Tbe record shows that the amount involved in the action exceeded $2,000, and no question as to the jurisdiction of the court was presented.