In re Thayer

D. Massachusetts

In re Thayer

23 F. Cas. 898

DecidedJuly 1, 1872

StatusPublished

This text of 23 F. Cas. 898 (In re Thayer) is published on Counsel Stack Legal Research, covering District Court, D. Massachusetts primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

In re Thayer, 23 F. Cas. 898 (D. Mass. 1872).

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Opinion

THE COURT

held, first, that there was a payment into the capital stock of $25,000, but not in actual cash, as required by the statute of the state. The whole transaction, from the 14th to the 17th, inclusive, was but one transaction, and the real contribution of Mr. Farnsworth was $9,000 in boots and shoes, $8,000 in a credit on an old debt, and $8,000 in actual cash. Under the-decisions in this state and in others having similar statutes, money’s worth could not be accepted as money in such case.

THE COURT held, secondly, that a copy of the certificate should have been recorded in the county of Worcester, because West-borough was p, place of business of the firm as manufacturers, within the meaning of the fourth section of the statute.

It was held, thirdly, that the failure to follow the statute in both ■ or either' of these particulars made all the defendants general partners. The judge said, however, that he rested his decision mainly on the want of an actual cash contribution. He said that he had no idea that any wrong was intended, but the business appeared to have been done under the impression that, if the money was actually passed, and its value fairly contributed, the statutes had been complied with, but the decisions show this to be a mistake. The judge referred to Pierce v. Bryant, 5 Allen, 61; Haggerty v. Foster, 103 Mass. 17; Richardson v. Hogg, 38 Pa. St. 153; Haviland v. Chace, 39 Barb. 283.

It is singular that, though the statute concerning limited partnerships has been in force since the year 1836, and though it would seem to offer peculiarly strong temptations to litigation, yet the reports of the state courts show only two causes arising under it In both of these the special partner has,. as in the preceding decision, been held liable on the ground of an imperfect compliance with the strict letter of tihe statute. The truth is that the law is so plain and so imperative in its phraseology that the judges cannot easily, if they would, evade it.- But it must be confessed that the two decisions of the state court seem, if it be allowable to form an opinion of this sort from the language of the judges, to have been delivered ab invitis.

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THE COURT

held, first, that there was a payment into the capital stock of $25,000, but not in actual cash, as required by the statute of the state. The whole transaction, from the 14th to the 17th, inclusive, was but one transaction, and the real contribution of Mr. Farnsworth was $9,000 in boots and shoes, $8,000 in a credit on an old debt, and $8,000 in actual cash. Under the-decisions in this state and in others having similar statutes, money’s worth could not be accepted as money in such case.

THE COURT held, secondly, that a copy of the certificate should have been recorded in the county of Worcester, because West-borough was p, place of business of the firm as manufacturers, within the meaning of the fourth section of the statute.

It was held, thirdly, that the failure to follow the statute in both ■ or either' of these particulars made all the defendants general partners. The judge said, however, that he rested his decision mainly on the want of an actual cash contribution. He said that he had no idea that any wrong was intended, but the business appeared to have been done under the impression that, if the money was actually passed, and its value fairly contributed, the statutes had been complied with, but the decisions show this to be a mistake. The judge referred to Pierce v. Bryant, 5 Allen, 61; Haggerty v. Foster, 103 Mass. 17; Richardson v. Hogg, 38 Pa. St. 153; Haviland v. Chace, 39 Barb. 283.

It is singular that, though the statute concerning limited partnerships has been in force since the year 1836, and though it would seem to offer peculiarly strong temptations to litigation, yet the reports of the state courts show only two causes arising under it In both of these the special partner has,. as in the preceding decision, been held liable on the ground of an imperfect compliance with the strict letter of tihe statute. The truth is that the law is so plain and so imperative in its phraseology that the judges cannot easily, if they would, evade it.- But it must be confessed that the two decisions of the state court seem, if it be allowable to form an opinion of this sort from the language of the judges, to have been delivered ab invitis.

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23 F. Cas. 898, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-thayer-mad-1872.

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