1824. BALDWIN

v.

LAWRENCE.

inspect the same at all seasonable times, and to take Extracts therefrom.

The Defendants, by their Answer, admitted that the Articles were in their possession; that no Treasurer had ever been appointed; and that there was not any Person or Officer appointed by the Articles to sue or be sued in respect of the Concerns of the Company; and that the Company consisted of one hundred and ten persons: they said that they had been induced to believe that the Plaintiffs and the other Partners, who were not Members of the Committee, were entitled, at the times when General Meetings of the Partners were held, and at no other times, to have access to and the inspection of such state only of the Partnership affairs, and the Accounts and Documents of the Partnership, which by the Articles were directed to be laid before the Partners at their General Meetings: and that they had refused the Plaintiffs access to those Books for the purpose that the Committee might not be impeded in managing the Copartnership concerns by the interruption of a numerous body of individual Proprietors using such access; and also for the purpose of preventing improper disclosures to other Establishments of the like description, or to Traders in or Manufacturers of the like Wares as those used or manufactured by the Company, of the confidential affairs of the Concern, to its prejudice; and that the Committee were the more induced to do so, because the Plaintiffs were, at the time of their application to inspect the Books and Papers of the Concern, large Proprietors in the Rose Copper Company, which was formed for carrying on the like business, and for the like purposes as the Crown Copper Company, and a rival to the same: that, if they were required by the Order of the Court to permit the Plaintiffs to inspect the Deeds,

1824.

BALDWIN

v.

Books, Papers and Writings belonging to the Copartnership, they might, when so required, have ceased to be upon the Committee, and to have the custody of those Documents, and, consequently, be unable to obey LAWRENce. that Order; wherefore they submitted that all the Partners ought to have been made Parties to the Suit, and they claimed the same benefit of that objection as if they had taken it by way of Demurrer or Plea; and they then mentioned the Names of the other Partners, to enable the Plaintiffs to make them Parties to the Suit.

Mr. Hart, and Mr. Farrer, for the Plaintiffs :— The power assumed by these Defendants of preventing the Partners from inspecting the Partnership Accounts, is unreasonable and inconsistent with several of the provisions of the Articles of Copartnership: for, suppose a Partner has it in contemplation to avail himself of the privilege given him by these Articles of withdrawing from the Partnership, is he to rely implicitly upon the account which the Committee may choose to give him, and, without further information on the subject, to decide whether he will continue in the Trade, or give up all that he has embarked in it? Is a Partner to be prevented from knowing how many Bills of Exchange have been signed by the Committee, to which he is liable? The Clause which enables a Partner to sell his Share, can never be acted upon, if he is to be kept in that state of ignorance which this Committee contend for: for who will enter into any contract for the purchase of the Share when he can obtain no information as to the subject of the purchase? There is not a word in the Articles from which it can be inferred that it was intended that the Partnership Accounts should be kept by the Committee. If they were to be entrusted to any person, it was to the Treasurer. The Committee are invested with

1824.

BALDWIN

T.

LAWRENCE.

The Court

will not bind all

upon a point of general interest,

powers inconsistent with the keeping of the Accounts; and it was clearly the intention of the Parties to these Articles, to keep the transacting of the business of the Partnership separate from the keeping of the Accounts.

Mr. Heald, and Mr. Gardner, for the Defendants.

The Vice-Chancellor intimated an opinion, that the the Partners in Plaintiffs, according to the true construction of the a trading Com- Partnership Articles, were not entitled to the relief pany, as to the construction of prayed. But he held that the Court could not bind all the Articles of the Partners as to the construction of the Articles, upon Partnership, a point of general interest, in a Suit in which Three only of the Partners were Plaintiffs, and the Committee for in a Suit by some management of the Commercial Concerns, who were not of the Partners authorized otherwise to represent the Partnership, were against a Committee for the the only Defendants: and he dismissed the Bill. He said Management of that the question would have been different if the Plainthe Commercial tiffs had filed this Bill on behalf of themselves and all Concerns, not otherwise other the Shareholders, not Members of the Committee, authorized to praying for the inspection of Books in the custody or represent the Partnership. power of the Committee.

He distinguished this Case from that of an individual not being a Partner, but claiming against a numerous Partnership or Club, and who might file a Bill against a few of the Partners or Members only (a).

(a) Cockburn v. Thompson, 16 Ves. 321; Meux v. Maltby, 2 Swanst. 277; Weale v. West Middlesex Waterworks Company, 1 J. & W. 358; and Weld v. Bonham, post.

1824.

ROWLINSON v. HALLIFAX. (a)

March 1st.

Conduct of a
Suit.

The conduct

no interest in

THE object of this Suit was to recover part of the Estate of William Hyde, deceased, which, under his of the Cause given, on MoWill, had become vested in his Sister, Jane Hyde, also tion, to one of deceased, who, by her Will, gave all her Property to two Co-plaintiffs, on its apSarah Rowlinson, and appointed Daniel Rowlinson her pearing that Executor. The Bill was filed by the Plaintiff, John the other had Rowlinson, alone, stating himself to be Executor of the matters in Daniel Rowlinson, and consequently the personal Repre- question. sentative of Jane IIyde: but, on the hearing, it appeared that the Will of Jane Hyde had not been proved in the proper Ecclesiastical Court, and the Cause was ordered to stand over. Letters of Administration of the Estate of Jane Hyde were afterwards granted to Sarah Rowlinson, and the Bill was amended by joining her as a Co-plaintiff. The Cause continued to be conducted by the Solicitors of John Rowlinson, and a Decree for an account and inquiries was made.

Mr. Horne, and Mr. Jacob, on the part of the Plaintiff, Sarah Rowlinson, now moved that the Solicitors might deliver to her the Papers in the Cause, and that she might be at liberty to prosecute the Suit.

Mr. Spence on the other side.

The Vice-Chancellor observed, that if he had been

(a) Ex relatione Mr. Jacob.

1824. ROWLINSON

v.

HALLIFAX.

aware, at the time when the Cause was first heard, that John Rowlinson had no interest in the matters in question, he should have dismissed the Bill, instead of allowing it to be amended; and he made the Order as prayed, upon the Plaintiff, Sarah Rowlinson, paying to the Solicitors the Costs due to them, as between Solicitor and Client.

Reg. Lib. 1823, B. f. 639.

"This Court doth Order, that the Plaintiff, Sarah Rowlinson, be at liberty to carry on and prosecute this Suit;" the Order then directs the Costs of the Solicitors, who had acted for the Plaintiff J. Rowlinson to be taxed, and upon payment, that they should deliver up, on oath, to Sarah Rowlinson, all Papers relating to the Cause; and it reserves the question of the Costs of the Motion, as between the Plaintiffs, Sarah Rowlinson and John Rowlinson.