E. C. Cropper & Co. v. Illinois Sewing Machine Co.
Mississippi Supreme Court
E. C. Cropper & Co. v. Illinois Sewing Machine Co., 100 Miss. 127 (Miss. 1911)
54 So. 849
Mayes
E. C. Cropper & Co. v. Illinois Sewing Machine Co.
Opinion of the Court
delivered the opinion of the court.
After a most careful examination of the facts of this case, it is our judgment that Mr. Pox is not liable under section 3138, of the Code of 1906, as a general partner in the limited partnership firm of E. C. Cropper & Co. He did not transact any partnership business, nor act as agent for the partnership, in any sense contemplated by the statute. Reversed and remanded
Reference
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- Limited Paetnbbships. Special partners. Liability as general partner. Under Code 1906, section 3138, providing that “any special partner shall have the right to examine into the state of the partnership concerns, but he shall not transact any partnership business, nor act as agent for that purpose, and if he shall violate the provisions of this section, he shall be deemed and held a general partner.” A special partner, who on the general partner becoming sick, looks over the business and examines the firm’s books, and states that he expects to close out the business to pay creditors, does not thereby transact any partnership business, nor act as agent for the partnership, in any sense contemplated by the statute, and is not liable as a general partner.