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a new decree was made by consent, dismissing the cross-bill, and directing an accounting to be had on the theory of the original bill. It was found there was such a partnership as there set up, "in which the interest of Freeman Godfrey and Silas Godfrey was and is one third, and the interest of Amos Rathbone, Alfred D. Rathbone and George H. White was and is two thirds."

Subsequently, in November, 1877, the court allowed amendments of the pleadings setting up claims for personal services on both sides and interest on advances, and ordered, by way of further directions, that in the accounting there should be a separate finding as to each of the defendants.

It is not very important, in our opinion, to consider the precise extent to which the parties or court could go beyond the terms of the consent decrees. It does not seem to us that either of the amendments was beyond the fair scope of the accounting. If the matters referred to had appeared on the books this would be very manifest. And while, from a technical reading of the decree, it might perhaps be claimed that the firm consisted of two members-Godfrey and brother jointly being one, and White and the Rathbones jointly the other-there can be no harm done by making an apportionment among the several defendants so far as relates to the strictly partnership business, if it will not confuse the accounts. In the present case we think this may be done, to a certain extent at least. It could not include separate interests not concerning the firm at all.

The court below in the final decree not only settled the in dividual interests in the assets, but required the land to be divided and partitioned in described parcels, and the remaining assets distributed in accordance with the finding of the court on the proper balances.

An important preliminary question is presented concerning the actual extent of the assets. We are called on to determine whether the real estate is partnership assets, and also whether it is to be regarded as purchased entire for the firm. in the outset, or as furnished by the respective partners as their separate property, each interest being treated as sev

eral.

We have no doubt, from the testimony and from the con

veyances of 1868, made some three years after the business was commenced, that it was intended to consider each set of tenants in common as turning in their respective interests in a fixed proportion to the general business. At that time, when there was no attempt made to balance the accounts, complainants received a conveyance of one third, and Alfred Rathbone of one fourth. There can be no doubt this showed them to be tenants in common in the strictest sense at that time, so far as the documentary title went. Whether the land was or was not to become assets for d stribution, it is quite plain that each was, so far as the firm was concerned, considered as bringing in his own undivided interest as his own property.

The cost of the property can not be treated as so much money paid out of the common stock for the common interest. If any money was paid out of the firm for that purpose, each individual to whose benefit it inured thereby became indebted separately for so much advanced him on account. In taking the final accounting each is to be treated as owning in the outset a separate interest, in the purchase of which the firm was not involved as a firm. Complainants held one third and defendants the rest, and complainants are not concerned in any dispute between defendants as to the original consideration for Alfred's quarter, or as to which of the defendants paid for it. All disputes between Alfred and the other defendants as to the state of his dealings with them, and as to the guardianship and estate accounts they were bound to settle with him as custodians of his father's estate, are outside of this controversy and must be settled elsewhere. He stands here as original owner of one fourth of the land, and entitled to one fourth interest in the business, chargeable with any moneys paid to or for him out of the firm assets, and creditable with all money advances made by him outside of the land, and with any other items of credit properly chargeable to the firm in his favor.

This being so, there is some force in the claim set up by White, that the firm merely became tenants of the land, and interested only in its rents and profits. To this view, however, there is, we think, a fatal objection.

No written agreement having been made creating any tenancy, and no term having been fixed for the continuance of

the business, it would follow from any such theory that if either party became considerably indebted to the firm beyond his share in the assets, there would be no lien upon the land against him; and in case of dissolution, the tenancy would end in such a way as to leave the firm without any security. No doubt such agreements may be made, but we do not think such was the understanding. On the contrary, the purpose of the arrangement was to expend money in permanent improvements on the land itself, all of which was subservient to the quarrying and disposing of plaster in its different forms. Money was thus expended out of the common earnings as well as advances in successive years, and no difference was made in the accounts between funds used for one purpose and those used otherwise, and nothing in the accounts would indicate that any person drawing more than his share at any time would peril the security of the rest on the land for his deficiency on a final accounting. If all these persons were really partners, as the consent decree indicates, it is impossible to suppose the lands were not understood to be part of their common stock.

This being so the realty becomes in equity impressed with the character of personalty, and the legal title is subordinated to the incidents of partnership funds and accounting. In the present case, the fact that the parties are all living removes some complication in settlement, but it has always been the law of this State that partnership lands can not be distinguished from other assets for purposes of settlement. The authorities in Michigan are referred to in Merritt v. Dickey, 38 Mich. 41, where it was held that a surviving partner was entitled to the proceeds of the sale of his deceased partner's interest in partnership lands, disposed of by an administrator, and that having bid off the interest himself for a considerable sum, without paying the price to the administrator, bondsmen of the latter could not be held liable for the failure of the administrator to demand or collect the bid, the remedy of the estate being against the surviving partner, as such, to compel a faithful settlement of the firm business out of the assets, all of which he was entitled to control. See also Davies v. Games, 12 Ch. Div. 813. This doctrine becomes more especially important as bearing on the question of jurisdiction. Defendant White claims that the controversy is one concerning lands, which he insists is local under our statutes, and

therefore not cognizable in the Grand Rapids Superior Court, because none of the land is in the city.

Proceedings between partners for an accounting are always for the principal purpose of reaching a statement of money balances and a division of assets as personalty. It may, no doubt, in some cases, turn out that there is enough pure personalty to settle all balances without reference to such lands as are owned by the firm, so that if parties choose they may keep the lands separate. But this can not usually be known until the accounts are taken; and unless the lands are kept out of the accounting altogether originally, by general consent, there must be some difficulty in treating them as distinct at any time. It would be contrary to all principle to hold a court capable of maintaining jurisdiction up to the last stage of a cause, and then incapable of completing its work over any part of the property in controversy. Partnership settlements can not very well be made piecemeal. The court that deals with them must determine all of the equities. The proceeding is in its essence a personal and not a real controversy. It could hardly be claimed that a partner could get an accounting in any State or region where lands were to be found, and proceed to a decree without personal service or appearance, and without a personal accounting. The decree when it reaches lands does it incidentally, and its chief purpose is different.

By section 5058 of the compiled laws it is provided that if the subject matter of the suit is local, the suit must be brought in the county in which the property in dispute is situated; but if not local, in the county where some party resides, if either is a resident of the State. By section 13 of the act of 1875 regulating the jurisdiction of the Superior Court of Grand Rapids, its equity powers were allowed to be exercised in close analogy to those of circuit courts. It wa declared it should have "the same jurisdiction as the Circuit Court for the County of Kent, in all cases in equity in which any complainant or defendant shall be a resident of the city of Grand Rapids, or in which the subject-matter of such suit shall be situated or located in said city," etc. Laws of 1875, p. 44.

If the subject-matter of this suit could be regarded as local, and confined to the land, the suit was improperly brought in

the superior court. But as all the partners lived in Grand Rapids, and kept their place of business there, that court clearly had jurisdiction if the suit is not local. We have already indicated our views on that question. We do not think the

objection to jurisdiction can be maintained. The case of Harris v. Fleming, 1 Ch. Div. 208, is a very recent decision, where jurisdiction was maintained in England concerning a partnership in mines in India. While there were some other questions presented, the case was mainly put upon its character as intended to reach partnership dealings. Such, we think, is the sensible view of this class of litigation. The questions, therefore, which we are to determine, relate entirely to the account ing, and to the disposition of the assets and balances.

The decree required a payment to each partner in money, by the receiver, of a sum mentioned in it, and then after ordering a sale of the personal assets, directed the proceeds to be divided ratably, according to the proportions of the several partners. The real estate was partitioned in specified parcels.

In settling the separate accounts the firm was adjudged to owe complainants $13,871.40; to Alfred Rathbone, $11, 011.57; to Amos Rathbone, $5,412.945; to White, $8,783.943. If this computation is correct, it would have been much simplified by reducing the shares payable to each partner by what he would be bound to contribute toward paying these debts, which would result in requiring $1,241.61 to be paid to Alfred Rathbone, $844.78 to complainants, and $542.30 to be paid to White, making an aggregate of $2,728.69 to be paid out of the share of Amos Rathbone. This would have simplified the division and balanced the accounts. But inasmuch as these results are complained of by all the parties, and must be changed in some respects, at least, we need not further dwell on them.

In making up the decree the court below allowed claims for services in favor of Freeman Godfrey, Alfred Rathbone and White.

Complainants are allowed for the services of Godfrey $6,500. Alfred Rathbone was allowed $13,500. White was allowed $4,800.

The commissioner, in his accounting, allowed to Godfrey $11,395.23; Alfred Rathbone, $16,933.33; and to White

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