"Security' means a note, stock, treasury, stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in an oil, gas, or mining title or lease or in payments out of production under such a title or lease, collateral trust certificate, transferable share, voting trust certificate or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, any temporary or interim certificate, receipt or certificate of deposit for, or any warrant or right to subscribe to or purchase, any of the foregoing. The term does not include a security of which the donor is the issuer. A security is in 'registered form' when it specifies a person entitled to it or to the rights it evidences and its transfer may be registered upon books maintained for that purpose by or on behalf of the issuer.' (emphasis added)

'. . . a partnership formed by 2 or more persons under the provisions of section 2, having as members 1 or more general partners and 1 or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership.'

'A limited partner shall not become liable as a general partner unless, in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business.'

'. . . appellants properly ask why, if cestui que trust may sue under such circumstances, a limited partner may not. See Klebanow v. Funston, 35 F.R.D. 518 (S.D.N.Y. 1964). They press also the example of the stockholder, an analogy which becomes the more forceful when we add that a preferred stockholder also may maintain a derivative action, Ashwander v. TVA, 297 U.S. 288, 321-322, 56 S.Ct. 466, 80 L.Ed. 688 (1936). This gains further force from the New York Court of Appeals' statement that the position of a limited partner is 'analogous to that of a corporate shareholder.' Ruzicka v. Rager, 305 N.Y. 191, 197-198, 111 N.E.2d 878, 39 A.L.R.2d 288 (1953).

'Appellees respond that limited partners are mere creditors who must work out their remedies through receivership or bankruptcy; appellants disclaim creditor status in this appeal, although on another, Klebanow v. Chase Manhattan Bank, 343 F.2d 726 (2 Cir. 1965), they asset they are that for the purpose of voting their claims as limited partners in the election of a trustee in bankruptcy. A limited partner, barred from using his name in the firm title, said to lack 'property rights' in partnership assets, and presumed to have priority over other partners in the distribution of assets, does have some resemblance to a creditor. See N.W. Partnership Law, McKinney's Consol. Laws, c. 39, Secs. 94, 112; Alley v. Clark, 71 F.Supp. 521 (E.D.N.Y. 1947). However, in the main, a limited partner is more like a shareholder, often expecting a share of the profits, subordinated to general creditors, having some control over direction of the enterprise by his veto on the admission of new partners, and able to examine books and 'have on demand true and full infomation of all things affecting the partnership See N.Y. Partnerships Law Secs. 98, 99, 112. That the limited partner is immune to personal liability for partnership debts save for his original investment, is not thought to be an 'owner' of partnership property, and does not manage the business may distinguish him from general partners but strengthens his resemblance to the stockholder; and even as to his preference in dissolution, he resembles the preferred stockholder. . . .'

'(1) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority;

'(2) An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners;

'(3) Unless authorized by the other partners or unless they have abandoned the business, 1 or more but less than all the partners have no authority to:

'(a) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership,

'(b) Dispose of the good-will of the business,

'(c) Do any other act which would make it impossible to carry on the ordinary business of the partnership,

'(d) Confess a judgment,

'(e) Submit a partnership claim or liability to arbitration or reference;

'(4) No act of a partner in contravention of a restriction on his authority shall bind the partnership to persons having knowledge of the restriction.' MCLA 449.9; MSA 20.9

'The partnership is bound to make good the loss:

'(a) Where 1 partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and

'(b) Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.' MCLA 449.14; MSA 20.14

'All partners are liable:

'(a) Jointly and severally for everything chargeable to the partnership under sections 13 and 14;

'(b) Jointly for all other debts and obligations of the partnership; but any partner may enter into a separate obligation to perform a partnership contract.'