34 FEDERAL naronrarz.
that this certificate be filed inthe office of the county clerk, and that
ther·e shall be filed with the certificate an aiiidavit of a general part-
ner, stating that the sums specified in the certificate to have been
contributed by each of the special partners to the common stock
"have been actually and in good faith paid in cash." The laws also
provide that if any false statement be made in such certincate or af-
fidavit, all the persons interested in such partnership shall be liable
for all engagements thereof as general partners. February 26, 1883,
the- certificate was acknowledged according to law, and, together
with an affidavit of one of the general partners, verified on that day,
in form according to statute, was nled in the office of the proper
clerk. At this time Farrelly had not contributed any actual cash
payment as capital except by drawing his check for the sum of
$2,500 on a New York city bank, and delivering it to one of the gen-
eral partners. His check was good for the amount, he having at the
time a large balance to his favor at the bank upon which it was
drawn. The time when the check was delivered was after banking
hours, and it was retained by the person to whom Farrelly delivered
it until the twenty-sixth day of March thereafter. The check was
p not presented to the bank or used in the mean time, and on the
twenty-sixth day of March was returned to Farrelly unpaid. There-
upon Farrelly drew a check for $5,000, intended to cover the amount
ofthe original check, and a loan to the partnership of $2,500 in ad-
dition, which check was delivered to one of the firm, deposited to the
credit of the firm, and the nrm received the avails thereof.
, It must be held that no actual cash payment had been contributed
by Farrelly to the partnership when the certificate was filed. Simi-
lar statutes authorizing the creation of limited partnerships exist in
several of the states of the Union, and have been the subject of ju-
dicial exposition. It is the well-settled doctrine that one who has
not strictly complied with the requisitions of such statutes cannot
claim exemption, as a special partner, from liability for the debts of
the nrm of which he is a member; and that his liability as a general
partner is fixed if he has omitted to make his contribution to the
capital of the nrm in the mode required by the true construction of
the statute. When the statute requires the contribution to be made
in actual cash payments, nothing but money will satisfy its meaning.
In* the case of Haggerty v. Foster, 103 Mass. 17, in speaking of
such a statute, the court used this language:
"The statute is plain and explicit. It requires payment to be made when a
certificate is signed, acknowledged, and recorded as the foundation of the
partnership; and this certificate must recite what has been done, and not that
which is executory. Its object is to provide a fund, on the day the company
is formed, to be thereafter subject to no contingencies or losses except those
which come from the proper business of the partnership. The use of the
phrase •actual cash payments’ is emphatic and significant. It is wisely in-
. tended to exclude a construction by which commercial securities of any de-
scription short of cash may be regarded by the aid of mercantile usage or