Logan v. McNaugher

88 Pa. 103, 1878 Pa. LEXIS 218

• Court: Supreme Court of Pennsylvania
• Decided: November 25, 1878
• Status: Published

Opinion

The judgment of the Supreme Court was entered, November 25th 1878,

Per Curiam.

This is not a very clear case, but we think it is governed by the by-laws and usages of the association, which was unincorporated. While such an association has some analogy to a corporation in its by-laws and rules, it is still a mere partnership, and these laws and regulations are analogous to the terms of an article of co-partnership, by which each member binds himself to the others. This association permits a new partner to be introduced through a transfer of its stock, but upon its own terms. By its rules and regulations the stock of each partner is made liable for the partner’s debts to the association, and its assignment is prohibited without the assent of the managing partners, called directors. In buying' into the partnership the purchaser of the stock is bound to know the rules and regulations which govern it. He cannot ask to be made a partner unless upon the terms imposed upon Ms entrance into the partnership. Had he inquired into the nature of the association, and the laws by which it is governed, he he would have discovered the terms of his admission, and have acted accordingly; otherwise he cannot complain.

Judgment affirmed.