Giles v. Vette, 263 U.S. 553 (1924)

Giles v. Vette

No. 59

Argued October 9, 10, 1923
Decided January 7, 1924
263 U.S. 553

CERTIORARI TO THE CIRCUIT COURT OF APPEALS

FOR THE SEVENTH CIRCUIT

Syllabus

1. A limited partnership could not be formed under the Illinois Limited Partnership Act of 1874 until the certificate had been filed in the office of the county clerk. P. 559.

2. Where this was not done until the Uniform Limited Partnership Act (1917) had displaced the Act of 1874, and the plan was to conduct a brokerage business, a purpose not authorized under the later act, the attempt to form a limited partnership was abortive. Id.

3. In Illinois, the question of partnership, as between the parties, is one of intention, to be gathered from the facts and circumstances. Id.

4. Persons who contributed capital to a firm and received profits, but under a legally ineffectual agreement for a limited partnership and without real or apparent authority to bind the firm, and who returned the dividends with interest when it became bankrupt, held not to have become general partners under the Uniform General Partnership Act, Illinois, 1917. P. 560.

5. Mere representation, on mistaken belief, that one is a limited partner will not make him liable as a general partner to creditors of the firm who were not injured thereby. General Partnership Act, supra, § 16. P. 561.

6. Section 11 of the Uniform Limited Partnership Act, Illinois, providing that a person who has contributed to the capital of a business erroneously believing that he has become a limited partner shall not, by reason of his exercise of the rights of a limited partner, be deemed or held liable as a general partner, provided, on ascertaining the mistake, he promptly renounces his profits in the business, etc., should be construed liberally, and not restricted to cases where there were attempts to organize limited partnerships under that act. Id.

7. Under the act last cited, § 6, a false statement in a limited partnership certificate, does not create liability in favor of creditors not shown to have suffered loss by reliance upon it. P. 564.

281 F. 928 affirmed.

Certiorari to an order or decree of the circuit court of appeals modifying an order of the district court which adjudged the respondents here to be partners and sent the case to the referee for findings of fact as to insolvency. The petitioners here were the creditors.