Maloney v. Bruce

94 Pa. 249, 1880 Pa. LEXIS 228

• Court: Supreme Court of Pennsylvania
• Decided: May 3, 1880
• Status: Published

Opinion

Mr. Justice Paxson

delivered the opinion of the court,

The Act of 2d June 1874, Pamph. L. 271, in regard to limited partnerships provides for a cash capital. The supplement to said act passed 1st May 1876, Pamph. L. 89, allows the members “to make contribution to the capital thereof in real or personal estate, mines or other property, at a valuation to be approved by all the members subscribing to the capital of such association. Provided, that in the- statement required to be recorded by the first section of said act, subscriptions to the capital, whether in cash or property, shall be certified in this respect according to the fact; and when property has been contributed as part of the capital, a schedule containing the names of the parties so contributing, with a description and valuation of the property so contributed, shall be inserted.”

“ The Maloney Manufacturing and Gaslight Company limited” was organized under the said Act of 1874. No capital was contributed in cash. The article of association fixes the amount of the capital at $15,000, and gives the names of the members, with the number of shares held by each, and recites that the whole amount of the capital has been paid in by the assets and property of Martin Maloney, one of the members, at a valuation approved by all the members. Then follows what purports to be a list of the property contributed in lieu of cash, the first item being a “ contract with the Pennsylvania Gaslight Company at a valuation of $2500,” after which comes merchandise under a general description, together with “ furniture, fixtures and all the goods, tools and chattels now on the premises 209 Lackawanna avenue, Scranton city, now leased by said Martin Maloney, valuation $12,500.”

This is not the kind of schedule contemplated by the Act of 1876. The description is too general to enable any one to form a correct estimate of the extent of the property, and a lumping valuation renders it equally difficult to judge of values. The property contributed was intended as the equivalent of a cash capital, and the plain object of the provision in the Act of 1876 requiring a schedule was to enable creditors to ascertain precisely of what the property consisted and to judge of its value. If parties seek to have all the advantages of a partnership and yet limit their liability as to creditors, they must comply strictly with the act. Where property has not been contributed, scheduled and valued as the Act of 1876 directs, there is no payment of the capital. It follows that the order of the court below allowing executions to go out against the individual members for the amount of unpaid stock subscribed by them was free from error, and the judgment must be

Affirmed.

Sharswood, C. J., and Trunkey, J., dissented.