M’GINNIS v. FARRELLY. 33
It is said in Old Saucelito Land, etc., Co. v. Commercial Union Assur. Co., (Cal.) 5 I
Pac. Rep. 232, that courts are not deprived of their jurisdiction because of a general pro-
vision in an agreement that all disputes which may arise in the execution shall b_e de-
cided by arbitrators, but that the parties may agree upon some method to liquidate
damages which in their nature are unliquidated; and until such method has been pur-
sued, or some excuse for not doing so proven, no recovery can be had.
A provision in a contract whereby all disputes between the parties are to be sub-
mitted to arbitration before being made the subject of litigation in the courts is not bind-
ing upon the parties when the controversy arises out of the non-payment of a sum of
mone stipulated in the contract to be paid. Sutro Tunnel C0. v. Segregated Belcher
Min. go., (Nev.) 7 Pac. Rep. 271.
McGinnis v. Fsnummnz and others.
(Orrcuit Umm, S. D. New York. March 26, 1886.)
PuvrNnnsn1r—SrmcraL P.uzrNnn—PsmmNr or Uarriuu. ny CHECK—NEW Jim-
smv Snrurn.
The delivery before the filing of a certiilcate of special partnership, by a
party intending to become a special partner to the general partners, of a
check payable to their order, drawn on a bank, where he has funds to meet
it, is not ‘an actual cash payment," within the meaning of the New Jersey
statute, and will not entit e im to protection as a special partner} ‘
At Law.
Abbett at Fuller, (Leon Abbett, of counsel,) for appellant.
John H. Shield, (W. C. Beecher, of counsel,) for plaintiff.
Wannacm, J. On the twenty-sixth day of February, 1883, the
defendant Farrelly, with others, intending to form a limited partner-
ship in which Farrelly was to be a special partner and the others
general partners, executed a certiicate in the form required by the
laws of New Jersey, where the partnership business was to be car-
ried on, which recited that the amount of capital contributed to the
common stock by said Farrelly was the sum of $2,500, and that the
partnership was to commence on that day. Unless a limited part-
nership was formed pursuant to the statutes of New Jersey, the de-
fendant Farrell is liable to the laintiil upon the demand in suit as
Y P .
a general partner. The question is whether the statutes of New
Jersey were complied with. ·
The Revised Laws of New Jersey provide that such partnership
may consist of one or more persons, who shall be called general
partners, and of one or more persons who "shall be called special
partners, and who shall contribute in actual cash payments a spe-
cific sum as capital to the common stock;" that a certificate shall be
signed by the several persons, reciting, among other things, the amount
of capital which shall have been contributed by the special partner; `
l See note at end of case. `
v.27r·.no.1—3