turn it, with his objections, to the House in which it originated. This bill is an innovation upon the common law. It changes a rule which, for more than two hundred years has been familiar with the mercantile world, and puts in its place an untried experiment. For this reason alone, the Legislature should pause and deliberate well, before taking such a step.

The bill under consideration allows the creditor of a firm or partnership, upon its dissolution, to settle with any member of such a firm or partnership, upon such terms as such member and creditor may agree, and upon the consummation of the settlement such partner is forever discharged from all liability to the creditor by reason of the co-partnership debt. The bill further authorizes the creditor, after such settlement, to sue the other members of the firm and recover from them the whole amount of the debt, leaving the debtors thus sued to their action for contribution against the copartner with whom the settlement was made. This bill also applies equally to partnerships now existing and to such as may be hereafter formed, thus giving it a retrospective and prospective effect. Under our present law each partner has a direct interest in the prosperity and welfare of the whole firm, and in the payment of its debts. It should be the policy of the Legislature to encourage the formation of partnerships. This bill, in my opinion, has a contrary effect. It allows a partner, on the dissolution of the firm, to seek out the creditor, and negotiate for a personal discharge from the partnership liabilities, thereby throwing the entire responsibility of the payment of the debts over upon the remaining members of the firm. So long as each member of the firm is liable for the full payment of the debt, each will be watchful, diligent, and prudent in the management of the business.

I would find no fault with this bill if it provided that in case of a settlement by a creditor with one of two partners, the other partner should thereby be discharged from one-half the liability of the firm. But this bill makes no such provision. Let me suppose that A, B and C are partners owing D three thousand dollars. A dissolves the partnership, and immediately applies to D, and obtains a settlement and discharge of all liabilities growing out of the above indebtedness. It would seem to me that inasmuch as D has voluntarily settled upon his own terms with A, and thereby released one-third of the members of the firm from all liability on account of the partnership indebtedness, that the remaining members of the firm should at the same time be released from one-third part of the indebtedness.

This bill, however, still authorizes D to see B and C, and recover from them the whole three thousand dollars, and simply leaves them a remedy against A in an action for contribution. The effect of this bill, in my opinion, is to hold out an inducement to fraud and perjury, and should it become a law will increase litigation and change the honest, confiding

partner into a spy upon his fellow partner. I do not think the interest of the community demands the passage of such a law, and more especially as it is to operate upon partnerships already existing. Entertaining these views I have deemed it my duty to withhold my signature from this bill, and respectfully return it to you.

M. WISNER.

February 14, 1859

From Journal of the Senate, pp. 678-679

TO THE SENATE AND HOUSE of RepreseNTATIVES:

Gentlemen-I herewith enclose to you a letter from the Hon. D. S. Walbridge, one of the members of Congress from this State, together with a copy of a bill lately passed both Houses of Congress, donating a certain quantity of land to the State of Michigan, in aid of agriculture and the mechanic arts.

I am unable to advise you as to whether this bill has yet received the signature of the President. Should it become a law, certain legislation on the part of Michigan will become necessary, before she could avail herself of its provisions, and I think this legislation can be done in anticipation of the signature of the President to said bill, thereby obviating the necessity of again calling you together, or of awaiting your next biennial session. I have therefore directed the Attorney General to prepare the annexed bill, accepting of said grant of land, in case the same should be consummated by the signature of the President, and respectfully ask you to pass the same before you adjourn.

M. WISNER.

1861

January 1, 1861

From Joint Documents of the State of Michigan, pp. 1-51

FELLOW-CITIZENS OF THE SENATE AND HOUSE OF REPRESENTATIVES:

The Constitution of our State makes it incumbent upon the Executive, at the close of his official term, to give to the Legislature, "information by message, of the condition of the State, and recommend such measures to them as he shall deem expedient." Before entering upon this duty, allow me to congratulate you upon the prosperity and happiness that the people of our State have enjoyed since you last met in these halls. We have been blessed with health. Peace, good order, and contentment have been our lot. The earth has yielded for us her richest fruits. Our granaries are filled to overflowing, and our hearts should be as full of gratitude to the Giver of all good for the rich gifts He so kindly bestows upon us. We have steadily increased in improvement, population, and material wealth, and the complete development of our natural resources, alone is wanting, to make Michigan one of the first States, in this great Confederacy. Proper and judicious legislation, followed up by the energy and perseverance of our people, will soon "make the wilderness blossom like the rose." We have now within our limits seven hundred and fifty thousand inhabitants. This is but a small population in comparison to what our State is capable of sustaining. By far the greater portion of Michigan is as yet a wilderness. It is this portion that most needs your fostering care. But while I say I would not have you neglect the older and more populous parts of the State, you are the representatives of the whole people, and equal and exact justice to all should be your governing principle.

STATE DEBT.

The indebtedness of the State, and the payment thereof, will demand your serious consideration. In January, 1859, twenty thousand dollars of the State debt fell due and was promptly paid from the Treasury. Forty thousand dollars fell due in January, 1860, twenty-seven thousand dollars of which has been paid and the balance, being thirteen thousand dollars, in bonds, has been deposited with the State Treasurer by the Michigan Insurance Company, under our banking law, the payment of which has not been demanded. The State debt as it now exists with its date of maturity, as reported by the Auditor General, is as follows: Penitentiary Bonds, payable on demand,...

Internal Improvement Warrant Bonds, payable on demand

$13,000.00 50.00

Full paid 5,000,000, Loan Bonds, due Jan'y, 1863,.

$177,000.00

91,992.63

3,615.16

....

The part paid 5,000,000 Loan Bonds, ($159,000,) outstand

ing, when funded will amount to,.

Outstanding Internal Improvement Warrants.

Total

Canal Bonds, guaranteed by State, $100,000.

$2,288,842.79

The interest upon the entire amount of this debt has been promptly paid as the same fell due. It will devolve upon you to provide for the payment of that portion of the principal falling due in January, 1863, and I doubt not you will meet this responsibility with firmness and wisdom. The honor and credit of the State require that all her just liabilities should be promptly met. It is of no consequence when or by what political party this debt was contracted. We find the obligation existing against us, and the only legitimate inquiry that can in justice or honor present itself, is as to the best and most feasible method of cancelling it. There are but two ways by which this can be accomplished. First, by levying a direct tax upon the whole taxable property of the State, sufficiently large to meet the liability at its maturity. Secondly, by a reissue of bonds, or in other words, contracting a new debt to take the place of the old. Were it not for the large amount of this indebtedness, it would, in my judgment, be far better for the State to meet it at its maturity by a direct tax, than to reissue the Bonds, and thereby defer the day of payment. Renewing an obligation never pays it. We may put off the day of payment for a series of years, but at last it must be met with all its accumulated interest. We complain of those who contracted this debt because they neglected to make provision for its payment, and we should be careful not to give our children the same cause of complaint against us, as they certainly would have if we should renew the indebtedness without at the same time making ample provision for its final payment. I would advise the renewal of this indebtedness by the reissue of Bonds payable in twenty years, drawing a rate of interest not exceeding six per cent. per annum, and for the ultimate payment of the principal of these new Bonds. I would create a sinking fund by annual taxation, of not less than twenty-five thousand dollars the first year, increasing the amount by annually adding fourteen per cent. to the sum raised the previous year. Such a fund, at the expiration of twenty years, would wholly extinguish the principal of our State indebtedness. The

interest should also be met by direct taxation, if necessary as provided for in the Constitution. The Constitution provides as follows: "The Legislature shall provide by law a sinking fund of at least twenty thousand dollars a year, to commence in eighteen hundred and fifty-two, with compound interest at the rate of six per cent. per annum, and an annual increase of at least five per cent. to be applied solely to the payment and extinguishment of the principal of the State debt other than the amounts due to educational funds, and shall be continued until the extinguishment thereof." This provision of the organic law has thus far remained a dead letter. No step has ever been taken by any Legislature to comply with it. By creating a sinking fund as contemplated by the Constitution, the gradual extinguishment of our State debt will be brought about, and the burden of taxation lightly felt. This fund can be created only by taxation, but a tax of twenty-five thousand dollars and compounded at fourteen per cent. per annum thereafter, is a small sum of money to be raised in view of the population and wealth of our State, yet even this sum, if set apart and exclusively devoted to the payment of the prin cipal of the renewed indebtedness, would obliterate the whole of it at the expiration of twenty years. I know it is impolitic for a state to accumulate money in her Treasury by taxation, and allow the same to remain idle, which at first view might seem to be the case with a sinking fund. This difficulty could be obviated by authorizing the Treasurer to use the money thus accumulated in the payment of the renewed Bonds whenever they could be purchased at or below par, or by making the Bonds themselves payable at or before the expiration of twenty years, at the option of the State. I am aware that Bonds thus payable would not bring as high a price in market, as if payable at a definite time, but in my judgment this difference in their market value would be more than compensated by the privilege of annually applying this fund towards the extinguishment of the debt, and thereby stopping the accumulation of interest. Before another Legislature can take action in the premises the most of this debt will have matured. The credit of the State stands high, and no citizen of Michigan would wish to see it lowered by a failure to meet promptly all her just liabilities. You owe it to yourselves, as well as to the people you represent, to take some final action by which we can all see that this debt is soon to be paid.

The State is fast increasing in wealth and population, and the taxation necessary to create such a fund would scarcely be felt.

STATE PRISON.

The annual reports of the officers of the State Prison for the years 1859 and 1860, show the financial affairs of that Institution to be in a flourishing condition. It appears from the report of the Agent of the Prison for the year 1859, that the earnings of that Institution, during the