Corporations.

intrusted with the possession of any merchandise for the purpose of sale, or as a security for any advances to be made or obtained thereon, shall be deemed to be the true owner thereof, so far as to give validity to any contract made by such agent with any other person, for the sale or disposition of the whole or any part of such merchandise, for any money advanced, or negotiable instrument or other obligation in writing, given by such person upon the faith thereof. Where, however, any person accepts such merchandise in deposit, from such agent, as security for an antecedent debt, he shall not thereby acquire any other rights in or to such merchandise or document, than were possessed by the agent at the time of the deposit. The true owner may recover the merchandise deposited in repayment of any money advanced upon the same, or any balance arising from the proceeds of sale, which may remain in the hands of the person with whom it was deposited, after satisfying the amount justly due to him by reason of such deposit.

No common carrier or warehouse keeper, however, is authorized to sell or hypothecate the merchandise or property committed to him for transportation or storage. (a)

7. Corporations.

By an act of 1831, which continues to be law, all acts of incorporation thereafter granted, are made liable to be amended, altered, or repealed, at the pleasure of the legislature, in the same manner as if an express provision to that effect were therein contained, unless there shall have been inserted in such act of incorporation an express provision to the contrary.

Where the creditors of a corporation cannot find sufficient attachable property to realize their debt, the individual property of each stockholder may be taken in execution, to the amount of his stock, to satisfy the same, if contracted during the term in which he was owner of the stock. This liability of the stockholder shall continue notwithstanding a subsequent transfer of the stock, for the term of one year from the record of such transfer, and for six months from the recovery of judgment against such corporation, on a suit commenced within the year aforesaid. (b) (b) Ib. 328.

(a) R. S. 262.

Limited Partnerships.

The corporators of a manufacturing corporation are relieved from their individual liability, if the corporation contract no debts which at any time exceed the amount of capital invested in real estate, or exceed one half of the amount of capital paid in, and remaining undivided; provided the treasurer publishes a semiannual statement under oath, of the amount of all the assessments voted by the company, and actually paid in, of the nett amount of the existing capital stock, of the amount of all debts due from the company, of the amount of capital stock invested in real estate, buildings, machinery, and other fixtures, and the last estimated value affixed to the real estate of such corporation by the assessors of the town where the same is located, and the aggregate value fixed to all the taxable property of such corporation by such assessors. (a)

8. Limited Partnerships.

Limited partnerships were authorized in Maine, by an act passed in 1836. They may be formed for the transaction of mercantile, mechanical or manufacturing business; and shall be composed of one or more persons who shall be called general partners, and to whom the general principles of the law of partnership shall apply, and one or more persons called special partners, who shall contribute a specific sum in cash to the common stock, and who shall not be liable for the debts of the concern beyond the amount so advanced. The names of the general partners only are to be used in the style of the firm under which the business is conducted, and any special partner permitting his name to be used, or making any contract respecting the concerns of the partnership, will be treated as a general partner. Suits respecting the business of the partnership to be prosecuted by or against the general partners. The parties forming this contract must sign a certificate setting forth the name under which the business is to be conducted, the name and places of residence of each of the general and also special partners, the amount of capital which each of the special partners has contributed to the common stock, the general nature of the business, the time when the

(a) Acts of 1844.

Limited Partnerships.

partnership is to commence and when it is to terminate. This certificate is to be acknowledged by all the parties before a justice of the peace, and recorded in the registry of deeds of the county or district in which the principal place of the partnership business is situated, or if there be several such places in different counties or districts, then a duly certified transcript of such certificate is to be recorded in the office of the register of deeds for every such county or district. It is also within twenty days after registry to be published in a newspaper of the county where lies the principal place of business, or if there be no such paper, then in one printed in an adjoining county, or in the newspaper published by the printer to the state, and continued for six weeks successively. If such certificate be not recorded and published, both upon the formation and the renewal of such partnership, or if it contain any statements intentionally false, or which might mislead third persons, the partnership is to be deemed a general one. The capital stock is not to be reduced during the continuance of the partnership, below the sum mentioned in the certificate, by any withdrawal of a portion of the same, or any division of interest or profits. If during the existence, or at the termination of a partnership, the common property is not suf ficient to pay the debts, the special partners will be severally answerable for the same, to the amount withdrawn or received by them, from the partnership, with interest thereon from the time of such withdrawal. No general assignment in view of insolvency will be valid, unless it provides for an equal distribution of the partnership property among all the creditors in proportion to their claims, and unless notice of the assignment be given within fourteen days from its execution, in some newspaper printed in the county where the principal place of business is situated, or the adjoining county, or in the newspaper published by the printer to the state. The assent of the creditors will be presumed, unless expressly, or by some act inconsistent with assent, they dissent therefrom, within sixty days after notice of the assignment. The partnership can only be dissolved during the term specified for its existence, by giving notice of the dissolution in the same manner as of the formation. In all cases not enumerated, the members of limited partnerships are subject to the

Statutes of Limitation.

liabilities, and entitled to the immunities incident to general partnerships. (a)

9. Statutes of Limitation.

All actions of debt founded upon any contract or liability not under seal, except such as are brought on some judgment or decree of a court of record within the United States, or of a justice of the peace within the state; all actions upon a judgment rendered in any court not being a court of record, except justices of the peace within the state; all actions of assumpsit, or upon the case, founded on any contract or liability express or implied, must be brought within six years next after the cause of action has occurred. Actions brought upon promissory notes signed in the presence of an attesting witness, or upon any bill, note, or other evidences of debt issued by any bank, are excepted from the operation of the preceding limitation, but are embraced by the general limitation of twenty years, which is fixed as the term within which all personal actions or any contract not otherwise specially limited, must be brought. In actions of debt or assumpsit brought to recover the balance due upon mutual and open account current, the cause of action shall be deemed to have accrued at the time of the last item proved in such account. Where a fraud has been committed, which is the ground of action, or where the cause of action has been fraudulently concealed by a person liable thereto, the person entitled may bring suit within six years from the time of the discovery of his rights. A new promise by one of two or more joint contractors does not deprive the co-contractor of the benefit of the statute. To revive an action in any case founded upon contract, the promise or acknowledgment must be in writing. No indorsement or memorandum of a partial payment upon any promissory note, bill of exchange, or other writing, by or on behalf of the party to whom such payment was made, shall have the effect of repelling the operation of the statute. Presumption of payment is made to attach to all judgments or decrees of any court of record within the United States, or of a justice of the peace within the state, after the expiration of twenty years.

(a) R. S. 264.

Assignments by Insolvent Debtors.-Imprisonment for Debt.

The usual saving is made of the rights of infants, feme coverts, persons non compos mentis, imprisoned, or without the limits of the United States. Where the defendant, at the period of the accruing of the cause of action, is without the state, or is absent for any length of time afterwards, such term is not to be estimated as a part of the period of limitation. (a)

10. Assignments by Insolvent Debtors.

All assignments by insolvent debtors, for the benefit of one or more creditors, shall enure equally to the benefit of all creditors who upon notice may become parties to such assignment; and shall be construed by law to pass all property, real and personal, whether specified in the assignment or not, which is not by law exempt from attachment. The assignor may require a release from creditors who become parties to the instrument which shall forever discharge him from their claims; he must, however, make an affidavit that he has assigned all his estate, real and personal, for their benefit. The assignee is required to give notice, by advertisement for three months, to enable all the creditors of the assignor to become parties. During this period, the assignee shall not be liable by reason of the possession of such property, to trustee process or attachment. (b)

11. Imprisonment for Debt.

No debtor can be arrested on mesne process, in any suit brought on a contract, express or implied, or upon any suit brought on a judgment founded upon such contract, unless the creditor or his agent makes oath before a justice of the peace that he has reason to believe and verily does believe that such debtor is about to depart or reside beyond the limits of the state, and to take with him property or means exceeding the amount required for his immediate support, and that his demand exclusive of interest is ten dollars. If the debtor is arrested after notice to his creditor, and makes a full and honest disclosure of his property, the same is held as attached for the benefit of the creditor, and the debtor may be (a) R. S. 616 to 620. (b) Laws of Maine, 1844, 101.