The Law of Limited Partnership

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437 ; given more fully under § 152.
A sale after dissolution by the special to the general partners does not enlarge the former's liability, even though the agree- ment was made before dissolution. Lachaise v. Marks, 4 E. D.
Smith, 610.
In Mattison v. Demarest, 4 Eobt. (N. Y.) 161, after due disso- lution the general partners bought out the interest of the special partner and formed a new general partnership, giving him the acceptances of the new firm on payment. The failure of the new firm was
... known to be inevitable, and in fact in sixteen months afterwards it assigned for the benefit of creditors, pre- ferring the debt due the special partner, and the sale and credit given were in order to postpone the failure until the debts of the old firm were paid. This if fraudulent as to the creditors of the new firm, was held not the kind of fraud which will vitiate the assignment. The acceptances were held a valid debt which could be legally preferred. Only the creditors of the old firm can object.

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