by John Marshall Harlan

“ We are of opinion, therefore, that, in so far as article 3460 forbids a limited partnership, when it is insolvent, or contemplates insolvency, from making an assignment of its property for the benefit only of such creditors as will accept their proportional share of the proceeds of the effects assigned, and discharge their claims,-the share received being sufficient to pay one-third of the debts of the consenting creditor,-it is modified by the act of 1879, as amended by that of 1883. ”

“ Counsel for the defendants suggests that the reason for the discrimination-which, he insists, is made by the statutes of Texas-is that the creditors of a limited partnership trust only the liability of the general partner, and the fund contributed by the special partner, and when they lose recourse upon that fund they have recourse only to the liability of the general partner. We do not perceive, in this statement of the relations between a limited partnership and its creditors, any just ground upon which to rest the supposed discrimination. ”

“ This, it is claimed, makes the assignment void under the provision that, 'in case of the insolvency or bankruptcy of the partnership, no special partner shall, under any circumstances, be allowed to ca im as creditor until the claims of all other creditors of the parties shall be satisfied.' Rev. St. Tex. art. 3463. We are of opinion that a deed of assignment, under the Texas statute, is not void because the verified schedule annexed to it may embrace a debt that cannot be paid ratably with the claims of other creditors. ”