a Hind. V Mallow v. 12 Wheat. 197. against whom process is not prayed. The injunction JANUARY 1830, appears to have been obtained against the principal bank, Lucas for the reason that it was the true plaintiff in the suit at law; and process was issued against, and the discovery Bk. of Darien, sought from the branch, because the contracts were made with it. I recognise as a general rule, in Courts of Equity, that all parties in interest shall be made parties to the suit, that the matter in controversy may be finally settled. Exceptions are allowed to this rule, when such party is not indispensable to a fair and full investigation, and where it is difficult or impossible to reach him. "The rule has been framed by the Courts of Equity themselves, and is subject to their sound discretion. It is not like the description of parties; an inflexible rule, the failure to observe which, turns the party out of Court, merely because it has no jurisdiction over his cause: but being introduced for the purposes of justice, is susceptible of considerable modifications for the promotion of those purposes."a In another case, the same high authority has said: "The rule which requires that all persons concerned in interest, however remotely, should be made parties to the suit, though applicable to most cases in the Courts of the United States, is not applicable to all. In the exercise of its discretion, the Court will require the plaintiff to do all in his power to bring every person concerned in interest, before the Court. But if the case can be completely decided, as between the litigant parties, the circumstance that an interest exists in some other person, whom the process of the Court cannot reach, as if such person be the resident of some other State, ought not to prevent a decree upon its merits." Also, it has been ruled, that although an objection for want of proper parties may be taken at the hearing, yet the objection ought not to prevail on the final hearing on appeal, except in very strong cases, and when the Court perceives that a necessary and indispensable party is wanting. Here, both the bank and its branch were beyond the limits of the State, so that the difficulty of making either a party, was about the same; it was competent to have made both, or either, a party; and it is not believed that Courts have authority to retain the rule where the rights of absent persons, who may be brought before them, are likely to be prejudiced; and that the bank of Darien, besides being injoined as plaintiff at law, is directly interested, is entirely evident. If this bill can be sustained on authority, without the bank being regu Elmendorf v. Taylor. 10 Wheat, 167. The Me of Alexandria v. Louisa Siton, Peters R. chanics Bank and Maria 306. Lucas V. JANUARY 1830. larly made a party, I conceive it can only be on the principle that it has constructive notice, by means of the injunction against it, and the process to its branch; that Bk. of Darien. being beyond the reach of process, it has notice, almost or quite, equal to any the Court is competent to give; that it is presumed to be safely represented by its branch as its agent, or more properly, by its general legal representative in all transactions originating in the branch; that the president and directors of the branch, as well as of the principal bank, are constituted a legal and corporate body, and are equally competent to represent the proprietors of the stock, in relation to all contracts made by them. As these contracts were made with the branch, and the facts in contest are presumed to be exclusively in its knowledge, it would appear that justice can scarcely be promoted by requiring the principal bank to be made a party. But the expression of any absolute opinion on this point, under the view I take of the case, is unimportant to the result. a Newkirk v. Caines Cas. Willett. in Err. 296. Another objection urged against this bill is, that the nature of the defence relied upon at law, in aid of which the discovery is sought, is not set out. So far as this position is sustained in point of fact, the law is believed to be with the defendant in error. It has been ruled, that "a bill for a discovery and injunction at law, must state some particular matter which the complainant has a right to seek a discovery of, as material to his defence, and without which he cannot proceed to trial. A mere inquiry, because the grounds of the suit at law are unknown, cannot be maintained, being a fishing bill."a Again, "if a bill seeks discovery in aid of the jurisdiction of a Court of law, it ought to appear that such aid is required. If a Court of law can compel the discovery, a Court of equity will not interfere; and facts which depend on the testimony of witnesses, can be procured or proved at law." And in another case it is said, "in a bill of discovery, for matters material to a defence at law, the nature of the defence at law must be stated, otherwise the Court will not grant an M'Intire v. injunetion." Could the bill be regarded as one for general relief, the disclosure of the equity would be no less material. The force of this objection must depend on the view to be taken of the matters of equity relied upon by the bill. The grounds assumed are so far stated in the bill, as to give the Court an intimation of the nature of the defence and relief sought. The question is, are they sufficient to authorize Chancery interference; if so, for Gelston v Mancius. 3 John. Ch. Rep. 45. what purpose and to what extent? This will appear from JANUARY 1830. an examination of the assignments of error. Lucas V. The points relied on by the errors assigned, are: 1. That the defendant below should, on the final hearing, have Bk. of Darien. been perpetually injoined, inasmuch as the two main grounds of equity are admitted by the answer. 2. In case this assignment should not be supported, then that the exceptions to the second answer should have been sustained. 3. That the exceptions to the first answer, which were overruled, should have been sustained. The two main grounds of equity referred to, are understood to be, 1. That prior to the creation of these responsibilities, the partnership between J. & W. Lucas was dissolved; consequently W. Lucas was not bound by any of the acts of J. Lucas. 2. That some of the notes were drawn and others indorsed by T. Fort, as attorney for J. & W. Lucas; and when suits were commenced on the several notes, in the Superior Court of Baldwin county, Georgia, service of the writs was accepted in some instances by J. Lucas, in the name of the firm, and in the residue of cases, by T. H. Kenan, as attorney for the firm; that both Fort and Kenan acted by virtue of powers under seal, executed by J. Lucas, which acts are contended to have been void as against this plaintiff, as also the acceptance of service of the writs by J. Lucas, and that such would have been the case if the partnership had then existed. These are facts charged, and supposed to have been admitted by the answer. The cause having been set for hearing on bill, answer and exhibits, and the decree of the Circuit Court having been rendered thereon, the present decision must be governed by the same evidence. First, as to the fact of the dissolution, the answer neither denies nor admits the due execution of the instrument purporting to be the dissolution, signed by J. Lucas; but disavows any knowledge concerning it. It however positively and absolutely denies any publication or notoriety of the dissolution, or any knowledge, or any privity of the fact, by the board of directors of the branch bank, if it did take place as charged; and insists that the articles of dissolution, if they can have any effect, can only be operative as between the parties to it; that it cannot affect the bank or any other creditor, for the want of notice, expressed or implied; and it is insisted in argument by this defendant, that to make a dissolution effective, there must be personal notice to those having previous dealings; JANUARY 1830. to subsequent dealers, proof of publication in a Gazette; and that the circumstances alleged in the bill, from which a dissolution is sought to be inferred, are unknown to the Lucas V. Bk. of Darien. law. In the case of Ketcham and Black v. Clarke, a where after the partnership had expired by the terms of its own a6 John. Rep. limitation, one of the partners assigned all his rights, &c. 144. in the partnership stock to the other, and the latter accepted a draft on the partnership, in the name of the firm, it was held that both partners were bound by the acceptance, there being no evidence of any notice of the dissolution, nor any special notice to the party dealing with the firm. In the opinion of the Court it is said, "we ought at least to go so far as to say that public notice must be given in a newspaper of the city or county where the partnership business was carried on; or in some other way, public notice of the dissolution must be given. The reasonableness of the notice may, perhaps, become a question of fact in the particular case. But public notice in some reasonable and sufficient manner must be given, and that will conclude all persons who have had no previous dealings with the firm; or if actual knowledge of the dissolution without such notice, is brought home to the persons dealing with the firm, such knowledge may be sufficient to conclude him. But as to persons dealing with the firm, public notice is not sufficient by the English law. The notice must be specially communicated to such individuals. These rules have been frequently and solemnly laid down as a part of the mercantile law of England on this subject. The necessity and justice of them call loudly for their sanction by this Court, for as Lord Kenyon observes, it would be the hardest measure imaginable upon the creditor, were the law otherwise; for while he supposed he was giving credit to a man having sufficient property to satisfy the whole of his demands, he 53 Cowen 38. might be trusting a beggar." Judge Kent expresses his approbation of the rules here given, and says, "the principle on which this responsibility proceeds, is the negli gence of the partners in leaving the world in ignorance of the fact of the dissolution, and leaving strangers to conclude that the partnership continued, and to bestow faith and confidence to the partnership name, in conseqnence of that belief." c с e See also Gow 305 to 311, and oth er authorities cited. In this case, neither actual notice, nor publication of the dissolution, is charged by the plaintiff; but he contends Lncas V. there was constructive notice, from the circumstance of JANUARY 1830. his having removed from the State; and J. Lucas having engaged in the purchase and improvement of real estate in the town of Milledgeville. These indications are too Bk. of Darien. dubious and unsatisfactory to warrant any legitimate conclusion. They are not incompatible with the continued existence of the firm. They may and often do occur during the continuance of such mercantile connections. They are not circumstances from which a legal conclusion can be drawn that the partnership had been dissolved, which was known to have existed, and while the commerce was continued by one of the partners in the name of the firm, as is sufficiently shewn to have been the case with these partners. The partnership could legally have continued after one of them had removed to England. The rule, as already expressed, that notice must be given, or publication made, or knowledge of the dissolution proven, is in all respects reasonable and convenient, and essentially necessary for the safety of creditors. This is a requisition which I consider equally sustained, both on principle and authority; and one we are bound to recognise as the method of dissolving a partnership, so as to affect ⚫ the rights of indifferent persons; otherwise, real or fictitious partnerships, and secret or feigned dissolutions may, be made engines of the grossest injustice, fraud and oppres sion. But it is also contended, that J. Lucas having been a director, the bank was affected with notice of the fact of the dissolution, &c. and therefore the complainant is entitled to a disclosure when he became so; and to all the benefit derivable from his knowledge of any material facts, as knowledge of the same in the possession of the bank; and that on this point the answer is indefinite and insufficient. The right of the plaintiff to a further disclosure as to the time of J. Lucas being a director of the bank, cannot be material, as the unqualified admission by the answer, that he was a director, must be understood with reference to the time charged. To this it is answered on the part of the defendant, that when J. Lucas assumed the attitude of borrower, he ceased to be a lender; when he became a borrower, his agency was suspended, for his position was adverse to his principals interest; also, that in the case of a corporation aggregate, the knowledge of one corporator is not knowledge to the others. These positions, I think, |