5. LIMITED PARTNERSHIPS AND LIABILITY OF CORPORATE INSTITUTIONS.

6. LAWS OF INSOLVENCY.

7. EFFECT OF MARRIAGE ON THE TITLE TO THE WIFE'S PROPERTY.

8. LIMITATION OF PERSONAL ACTIONS AND SAVING CLAUSES.

9. EFFECT OF DEATH ON THE RIGHTS OF CREDITORS.

10. MODE OF COLLECTING DEBTS.

11. COURTS.

1. Assurances or Evidences of Debt.

Grace on Promissory Notes, &c.-Days of grace are allowed on all bills of exchange, negotiable promissory notes, orders, or drafts, excepting those payable on demand, unless the instrument shows the intention of the parties to have been otherwise. (a) Actions on Promissory Notes secured by Mortgage.—See title "Limitation of Personal Actions."

2. Damages on Protested Bills of Exchange. There is no provision on the subject of this title.

3. The Law of Usury.

What rate of interest will be usurious.—In the rendition of judgments, and in all business transactions; where interest is secured or paid, it will be computed at the rate of six dollars on a

(a) R. S. 180.

Frauds.

hundred, for one year, unless a lower rate is expressly stipulated; and every person directly or indirectly receiving interest on any contract at a higher rate, will forfeit, for each offence, three times the sum so received. (a)

Evidence and penalty.-When any person, for the recovery of debt or damages, is sued upon any instrument, and more than legal interest has been paid or secured upon the money sued for, or is secured by such instrument, if the debtor (the creditor being living) come into court and offer to make oath, and if required by the court, actually swear, that there has been taken or secured upon the money sued for, or that there has been or is secured by the instrument sued, illegal interest, the court, in rendering judgment, will deduct from the sum lawfully due three times the amount so taken or secured, unless the creditor will swear that he has not, directly or indirectly, willingly taken or secured on the money sued for, or secured by the instrument sued, any interest above the rate aforesaid.

What is not usury.-Nothing herein contained extends to the letting of cattle or other usages of like nature among farmers, or to maritime contracts, as bottomry, insurance, or course of exchange, as heretofore used.

4. Frauds.

Statute of frauds.-No action can be maintained on any contract for the sale of lands, unless the agreement on which such action is brought, or some memorandum thereof, is in writing, and signed by the parties to be charged, or some person authorized by them. (b)

No action may be brought to charge any executor or administrator on any special promise to answer damages out of his own estate; to charge any person upon any special promise to answer for the debt, default, or miscarriage of another person; or to charge any person on any agreement that is not to be performed within one year from the time of making it; unless such promise or agreement, or some memorandum or note thereof, is in writing,

(a) R. S. 191.

(b) Ib. 180.

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Frauds.

and signed by the party to be charged therewith, or by some person authorized by him.

No contract for the sale of goods, wares, or merchandise, for the price of thirty-three dollars or upwards, will be valid unless the buyer accept and receive part of the property so sold, or give something in earnest to bind the bargain, or in part payment,' or unless some note or memorandum thereof be made and signed by the parties, or some person duly authorized by them.

Provisions as to personal mortgages.-Possession of the mortgaged property must be delivered to and retained by the mortgagee, or the mortgage must be recorded by the clerk of the town in which the mortgagor resides, when the mortgage is made. (a)

The mortgagor and mortgagee must make and subscribe an affidavit, (to be appended to and recorded with the mortgage) in substance as follows: "We severally swear that the foregoing mortgage is made for the purpose of securing the debt specified in the condition thereof, and for no other purpose whatever, and that the said debt was not created for the purpose of enabling the mortgagor to execute said mortgage, but is a just debt honestly due and owing from the mortgagor to the mortgagee."

No mortgagor may execute a second or subsequent mortgage of property subject to a previous mortgage, without setting forth in the subsequent mortgage the existence of the previous one.

None of these provisions affect any transfer of property under bottomry or respondentia bonds, or of any ships or goods at sea or abroad, if the mortgagee take possession thereof as soon as may be after their arrival in this state.

Penalty for fraudulent conveyances, &c.-Any person fraudulently mortgaging, pledging, selling, alienating or conveying any of his real or personal estate amounting in value to one hundred dollars, or fraudulently concealing his personal estate of that value to prevent its attachment on mesne process or execution, may be punished by imprisonment not less than thirty days or more than a year, or by fine not exceeding double the value of such estate, or in both these ways. (b)

Limited Partnerships and Liability of Corporate Institutions.

5. Limited Partnerships, and Liability of Corporate Institutions.

For what purposes limited partnerships may be formed, and what constitutes general and special partners -Limited partnerships for the transaction of mercantile, mechanical, or manufacturing business within this state (nothing herein contained authorizing such partnerships for the purpose of banking or insurance), may consist of one or more persons, to be called general partners, and to be jointly and severally responsible, as general partners now are by law, and of one or more persons, who will contribute to the common stock a specific sum in cash as capital, who will be called special partners, and will not be personally liable for any partnership debts, except as hereafter provided. (a)

Certificate to be signed, recorded, published, &c.—The parties forming such partnerships must make and severally sign a certificate, containing the name or firm under which the partnership is to be conducted, the names and respective places of residence of all the general and special partners, distinguishing who are general and who are special partners, the amount of capital contributed by each special partner, the general nature of the business to be transacted, and the time when the partnership is to begin and end.

The partnership will not be deemed to have been formed till such a certificate shall be acknowledged by all the partners before a justice, and recorded in the town clerk's office in the town in which the principal place of business of the partnership is situated, in a book to be kept for that purpose, open to public inspection, and if the partnership have places of business in different towns, said certificate must be recorded in each of such towns; and if any false statement shall be made in any such certificate, all the persons interested in the partnership will be liable as general partners.

The partners must for six successive weeks immediately after such certificate is recorded, publish a copy thereof in a newspaper printed in the county where their principal place of business is

(a) R. S. 75.

Limited Partnerships and Liability of Corporate Institutions.

situated, and if no such paper be there printed, then in a newspaper printed in an adjoining county in this state. If such publication be not so made, the partnership will be deemed general.

On every renewal or continuation of a limited partnership beyond the time originally agreed upon, a certificate thereof must be made, acknowledged, recorded, and published, as before provided in case of the formation of such partnerships, and every partnership not renewed in conformity with these provisions will be deemed a general partnership.

Business to be done by and in the name of the general partners.—The business of the partnership must be conducted under a firm in which the names of the general partners only shall be inserted, without the addition of the word company or any other general term; and the general partners only must transact the business and if the name of any special partner be used in such firm, with his consent or privity, or if he personally make any contract respecting the partnership concerns with any persons except the general partners, he will be deemed and treated as a general partner.

Liability of stockholders and officers of corporations.—All corporations having for their object a dividend of profits among their stockholders, hereafter incorporated, or whose charters are subject by law to alteration, amendment, or repeal, will be governed by the following provisions, and the stockholders and officers will be personally liable for the debts and civil liabilities of such corporations in the following cases only: (a)

1st. They will be jointly and severally liable for all debts and contracts of such corporations, till all the capital fixed and limited by such corporation has been paid in, and a certificate thereof has been made and recorded by the clerk of the town where such corporation has its place of business or is situated. And no note or obligation given by any stockholder, whether secured by pledge or otherwise, will be considered as payment of any part of the capital stock.

2d. If, on the reduction of the capital stock of any corporation, any part thereof is withdrawn and refunded to the stockholders before the payment of all debts of the corporation contracted pre

(a) Laws of 1846, 321.