PARTNERSHIP - DECLARATION OF TRUST - STIPULATION AGAINST PERSONAL LIABILITY

Authors

Abstract

Plaintiff, the payee of a note of a Texas unincorporated association, sought to hold the defendant shareholders liable as partners. The articles of association provided for trustees to hold and manage the association property, but reserved powers in the shareholders so the latter could: (I) increase capital stock, (2) annually elect the trustees and annually increase or diminish the number of trustees, (3) repeal or amend any of the articles of association, (4) order trustees to call special meetings, (5) remove trustees and subject them to shareholders' orders at all times, ( 6) transact such business as they might inaugurate or as might be submitted to them by the trustees, and (7) dissolve the . association. There was an express stipulation against personal liability attaching to either the trustees or the shareholders. Also, the trustees executed a trust agreement by the terms of which they agreed to hold the association's property and conduct the business as a trust. All contracts were to be made with an express reference to the trust agreement. Held, such express agreement against liability for loss negatives the existence of a partnership. Farmers and Merchants Nat. Bank v. Anderson, (Iowa 1933) 250 N. W. 214.

Recommended Citation

PARTNERSHIP - DECLARATION OF TRUST - STIPULATION AGAINST PERSONAL LIABILITY, 32 Mich. L. Rev. 559 (1934).
Available at: https://repository.law.umich.edu/mlr/vol32/iss4/19