Page:United States Statutes at Large Volume 47 Part 1.djvu/1301

 72d CONG RESS. SESS. II. CH. 128 . FEBRUARY 27, 1933 . CRO SS REFERENCE Withdrawal of capital, see section 1135. Ante, p. 1276. SEC . 1138 . PIFFmmNTIAL TRANSFER vole .-Every t ransf er of the volPdr ef ere nt ia l property of a special partnership, or of a partner therein, made after or in conte mplat ion of the inso lvenc y of such partn ershi p or partn er, with i ntent to g ive a pref erenc e to any c redit or of such part nersh ip or partner over any other creditor of such partnership ; is voi d aga ins t the creditors thereof ; and ev ery judgment co nfe ss ed, l ien cre ate d, or security given, in li ke manner and w ith the li ke in ten t, is in like manne r void. LTABI LrtY OF PAR TNERS SEC. 1139 . LIASn,ITY or PARTNERS .-The gene ral p artne rs in a special partnership are liable to the same extent as partners in a general partnership. CROSS REFERENCE Liab ility of general partners, see section 1109. 1277 transfer Liability of partners. Gener al pa rtner s. Ante, p. 1273. SEC. 1140 . OF SPECIAL PARTNERS.--The contribution of a special Special partners. partner to the capital of the firm, and the increase thereof, is liable for its debts, but he is not otherwise liable therefor, except as follows 1. If he has willfully ma de or permitted a false or mat er ial ly defective statement in the certificate of the partnership, the affidavit filed therewith, or the published announcement thereof, he is liable, as a gen er al partner, to all creditors of the firm ; 2. If he has willfully interfered with the business of the firm, except as permitted in sections 1131 to 1138, he is liable in like Ante, p. '278. manner ; or 3. If he has willf ully joine d in or as sente d to an act con trary to any of the provisions of sa id sections 1131 to 113 8, he is liable in like manner. CROSS REFERENCE False certificate, see sections 1127 and 1129. Ante, p. 1276. Liability for unin- S EC. 11 41 . LIA BILIT Y FOR UNIN TENTI ONAL ACT :When a spe ci al tensional act. partner has unintentionally done any of the acts mentioned in sec- tion 1140, he is liable, as a general partner, to any creditor of the firm who has be en actually misled thereby to his prejudice. CROSS REFERENCES False statement in certificate, see sections 11 27 and 1140. Liability of general partners, see section 1109. SEC. 1142. WHO MAY QUESTION EXISTENCE OF SPECIAL PARTNER- SHIP .-One who, upon making a contract with a partnership, accepts fro m or gives to it a w ritte n mem orand um of the contr act, stati ng th at the partnership is special, and giving the names of the special partners, can not afterwards charge the persons thus named pts gen- er al partners upon that contract, by reason of an er ror or defect in the proceedings for the creation of the special partnership, prior to the acceptance of the memorandum, if an effort has been made by the part ners, in g ood f aith, to f orm a spec ial p artne rship in the manner required by sections 1124 to 1130. Ante, p. 1276 . Ante, p. 1273. Who may question existence of speci al partnership. Ante, p.1275.