Alley v. Bowen-Merrill Co., 143 N.Y. 481 (1894)

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In the context of limited partnerships under New York law, the use of ‘& Co.’ in a firm name with only one general partner does not automatically render special partners liable as general partners, unless explicitly prescribed by statute.

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Summary

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This case addresses whether the use of “& Co.” in a limited partnership’s name, when there is only one general partner, subjects the special partners to general liability. The Court of Appeals held that it does not, interpreting the Limited Partnership Act to mean that only the use of a special partner’s actual name in the firm name triggers general liability, as explicitly stated in the statute. The court emphasized that it would not impose general liability on special partners based on implied prohibitions or technical interpretations of the statute, especially given evolving legislative policies favoring a less strict approach to limited partnership regulations.

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Facts

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William S. Alley was the sole general partner in a business operating under the name