Where private banking is lawful and a private bank is started by an individual or individuals, there appear to be no special circumstances requiring notice whether the bank is formed by an individual or a partnership. But one question deserves notice. It seems to have been held that since a partnership can be formed as between the partners on other terms than the joint and several liability of the partners, it follows that the partners will not be jointly and severally liable as to third parties who have notice of the terms of the partnership.1 It would seem to follow, if that be the law, that a partnership limited as to the liability of partners can exist as to persons having notice, even at common law. This result shows the absurdity of the rule. But all the states that permit limited partnerships forbid such a partnership for banking purposes,2 with few exceptions.3 There seems to be no question that a limited partnership that fails because of a failure to comply with the statute becomes a general partnership,4 or, if the particular partnership be not permitted to be limited, such a partnership, although otherwise formed in accordance with the statute, becomes general.5 It is said that a limited partnership formed in a state permitting such a partnership, but in order to do business in another state, would be a general partnership in both states.6 But this would appear not to be true as to a limited partnership formed in a foreign country to do business in a state permitting limited partnerships.7 The discussion as to the conflict of laws as to limited partnerships is reserved for the subject of "Unauthorized Banking."8

1 State v. Hastings, 12 Wis. 47, seems to hold otherwise, but is not sound.

1 Hastings v. Hopkinson, 28 Vt. 108. Contra, Manhattan Brass Co.

v. Allin, 35 III App. 336; Riggs v. Swan, 3 Cranch, C. C. 183; Hess v. Werts. 4 S. & R. 356. And see Sec. 209, post, note 2.