Limited Partnership

One wherein the liability of one or more of the members is, by compliance with certain statutory provisions, limited to the amount of their contribution to the capital stock. The term "special partnership" is sometimes used; but "limited partnership" seems better, for "particular partnerships," or partnerships for a single transaction, are sometimes called "special partnerships." LINARIUM (Law Lat. from linum, flax). In old records. A place where flax is sown; a flax plat. Pat. 22 Hen. IV. par. 1, m. 38; Blount.

A form of partnership created by statute in many states, wherein the liability of certain special ^ partners, who contribute a specitic amount of capital, is limited to the amount so contributed, while the general partners are jointly ^d severally responsible as in ordinary partnership. All the partners are liable as general partners, imless the statutes upon the subject are strictly, or as some cases say, substantially complied with; Tierce v. Bryant, 6 Allen (Alass.) 91; Holliday v. Taper Co., 3 Colo, 342; Vandike v. Rosskam, 67 Pa, 330; Van Ingen v. Whitman, 62 N. Y. 613. See 1 Lindl. l*artn, 383, n., 2d Am. ed. (Ewell) 201, n.; Pars, Part, 424. One who aids and assists in the organization of a limited partnership cannot thereafter hold the members liable as general partners, upon the ground that such organization was defective; Allegheny Nat Bank v. Bailey, 147 Pa. Ill, 23 Atl. 439. •Such associations under the laws of Pennsylvania may sue or be sued in the partnership name; they have all the essential characteristics of corporations and may sue in the federal court irrespective of the citizenship of the individual members; Youngstown Coke Co. V. Andrews Bros. Co., 79 Fed, 669; Sanitas Nut Food Co, v. Food Co., 124 Fed, 302.

A partnership consisting of one or more general partners, jointly and severally responsible as ordinary partners, and by whom the business is conducted, and one or more special partners, contributing In cash payments a specific sum as capital to the common stock, and who are not liable for the debts of the partnership beyond the fund so contributed. 1 Rev. St. N. Y. 764. And see Moorhead v. Seymour (City Ct. N. Y.) 77 N. Y. Supp. 1054; Taylor v. Webster, 39 N. J. Law, 104.

Defined under Partnership in Black's Law Dictionary.