605. By the laws of New York, a limited partnership may consist of one or more persons jointly and severally responsible, who are called general partners, and one or more persons who furnish certain funds to the common stock, but whose liability extends only to the amount of the fund furnished, and who are called special partners. The names of the special partners are not to be used, nor do they transact any business for the firm. Before such a partnership can act, a register thereof, with a certificate signed by the parties, must be registered in the clerk's office of the county; and the terms of the partnership must be published for six weeks. Due publication must also be made for four weeks, of the dissolution of the partnership by the act of the parties, prior to the time specified in the certificate.

606. Incorporated companies are not, in law, partnerships; and the stockholders are not personally responsible for the debts or engagements of the company: their property is affected only so far as they have an interest in the company.

But if

607. The act of each partner relating to the partnership, is considered the act of all, and binds all. a bill or note be drawn by one partner in his own name only, without appearing to be on partnership account, he alone is bound, though it was made for a partnership purpose. But if the bill be drawn by one partner in his own name, on the firm, or on partnership account, the act of drawing has been held to amount to an acceptance of the bill by the drawer in behalf of the firm, and to bind the firm as an accepted bill.

608. A partnership ceases as soon as the business is completed; and if the partnership be without a definite period, any partner may withdraw when he pleases, and dissolve the partnership; but if the terms of partnership

ment among themselves, release each other from responsibility? 605. What laws exist in relation to general and special partners? 606. How far are stockholders of incorporated companies responsible? 607. Is one partner bound by the acts of others? 608. How are partnerships dissolved?

be definite, it cannot be dissolved before the expiration of the term, without the mutual consent of the partners; except by the death, insanity, bankruptcy or some other inability of one of the parties; or by judicial decree of the court of chancery in certain cases.

CHAPTER VII.

Bills of Exchange-Promissory Notes-Banks-Insurance Companies.

609. A bill of exchange is a written order or request, from one person to another, to pay to a third person a certain sum of money. If A, living in New York, wishes to receive $1000, which await his orders in the hands of B, in London, he apples to C, going from New York to London, to pay him $1000, and take his draft on B for that sum, payable at sight. This is an accommodation to all parties. A receives his debt by transferring it to C, who carries his money across the Atlantic, in the shape of a bill of exchange, without danger of robbery or loss; and on his arrival at London, he presents the bill to B, and is paid. A, who draws the bill, is the drawer; B, to whom it is addressed, is the drawee; and, on accepting it, he becomes the acceptor. C, to whom the bill is made payable, is called the payee. As the bill is payable to C, or his order, he may, by endorsement, direct the bill to be paid to D. In that case C becomes the endorser, and D, to whom the bill is endorsed, is called the endorsee, or holder.

610 A check is, in form and effect, a bill of exchange. It is not a direct promise on the part of the drawer to pay, but he is answerable if the drawee fails to pay. A

609. What is a bill of Exchange? Give an example to illustrate its operation? What are the several parties called? 610. What is a check? 611. How soon after it is drawn, must a bill be pre

check payable to bearer passes by delivery, and the bearer may sue on it as on an inland bill of exchange.

611. No precise time is fixed by law for presenting bills to the drawee for acceptance. A bill payable at a given time after date, may be presented at any time before the day of payment; but if presented and acceptance be refused, it is dishonored, and notice must then be given to the drawer. A bill payable sixty days after sight, means sixty days after acceptance; and such a bill, as well as a bill payable on demand, must be presented in a reasonable time, or the holder must bear the loss proceeding from his neglect.

612. The acceptor of a bill is the principal debtor, and the drawer is the surety; and nothing will discharge the acceptor but payment or a release. If the acceptor alters the bill on accepting it, and the holder consents to the alteration; it is a good bill as between the holder and acceptor, but it is vacated as against the drawer and endors

ers.

613. A promissory note is a written promise to pay or deliver to another a sum of money. If it be made payable to him or his order, or to bearer, it is called negotiable; and it may be sold or transferred to any other person, who has the same authority to sue for and collect the money, as the original promisee. When a note is payable to bearer, it passes without endorsement; but when it is payable to a person or his order, such person, the promisee, must endorse it by writing his name on the back of it, before any other person can receive the money. If the name of the payee or endorsee be left blank, any bona fide holder may insert his own name as payee. The words value received are usually inserted in a note, but the note is good without them.

614. If a bill has been accepted, demand of payment must be made when the bill falls due; and it must be made by the holder or his agent upon the acceptor, at the

sented? 612. What is the effect of altering a bill by the acceptor! 613. What is a promissory note? What is the difference between notes payable to bearer and to order? 614. When must payment

place appointed for payment, or at his residence, or upon him personally, if no particular place be appointed. The acceptor is allowed three days after the bill falls due, to pay; which are called days of grace. Three days of grace apply also to promissory notes. A bill or note payable on demand, or in which no time of payment is expressed, is not entitled to the days of grace.

615. If the third day of grace falls on Sunday, or some other day of public rest, the demand of payment must he made on the day preceding. If the demand be not made on the last day of grace, the drawer of a bill, and endorser of a note, are discharged. As to the particular time of the day at which the demand must be made, it is said to be unseasonable to demand payment before the expiration of the day; but this question is governed, in a degree, by the custom of the place; and if, in a commercial city, payments are to be made at the banks, demand must be made within bank hours.

616. The holder of a note can recover upon it, though he received it of a person that had stolen or robbed it from the true owner; provided he took it innocently, in the course of trade, for a valuable consideration, and with due caution. There are said to be but two cases in which a bill or note is void in the hands of an innocent endorsee or holder: one is when the note is given for money lost at gaming; and the other when it is given for a'usurious debt. Usury is an agreement, upon the loan of money, to receive the same again with a greater interest than that which is fixed by law.

If a

617. The acceptance of a bill may be in writing, or by parol. Parol means, assurance given by word. person, in writing, authorizes another to draw a bill, and stipulates, before the drawing of the bill, to honor it after it shall have been drawn; and if the bill be afterwards drawn, and taken by a third party, it amounts to an acceptance. A parol promise to accept a bill already

be demanded on accepted bills? 615. When must the demand be made when the last day of grace falls on Sunday? 616. In what cases are notes void? 617. In what menner must the acceptance

drawn, or thereafter to be drawn, is binding if the bill be purchased in consideration of the promise. In New York, however, it is specially provided, that no acceptance is binding, unless it be in writing.

618. If a note be made payable in any species of property other than cash, it is not negotiable. If such note be not paid according to the conditions therein expressed, the maker becomes liable to pay the same in cash. But in either case, if it passes to a third person, he can sue it only in the name of the person to whom it was executed, who is allowed to offset any account or claim which he may have against the promisee. And any note, if it be taken after it is become due, the buyer takes at his peril; and the promisor may offset against it any payment which he may have made to the original holder.

619. That the drawer and endorsers of a negotiated note or bill may be held responsible, the holder must show that a demand has been made, or that due diligence has been used to get the money of the maker of the note, or the drawee of a bill; and he must also give reasonable notice of their default to the drawer and endorsers. The object of this notice is to afford an opportunity to the drawer and endorsers, to obtain security from those to whom they must resort for indemnity. The notice must be given by the first convenient, practicable mail that goes on the day next to the third day of grace; or, it must at least be put into the post office for that purpose, if possible. Where the parties live in the same town, personal notice must be given, or a special messenger must be sent to the dwelling house or place of business of the party to be charged.

620. Agents are appointed in all commercial places, called notaries public. When a foreign bill is to be presented for acceptance or payment, the demand is usually made by a notary; and in case of refusal, his certificate of the presentment of the bill, and of the refusal, is legal proof of the fact in any court. This certificate is called a

of bills be signified? 618. What is the character of notes not payable in cash? 619. What is requisite to hold drawers and endorsers of negotiated paper responsible? 620, 621. What are the

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