2 Blackf. 55 | Ind. | 1827
The bill, answers, and exhibits, in this case, show that William Steele and Robert Steele, merchants and partners, were indebted :to 'the .complainants- in - the sum of 4,043 dollars, for which they- drew a bill of exchange on Richard Steele, a. resident of Louisville, Kentucky, - payable on-the 15th of December, 1822,'which was presented and accepted, as is said, fop the accpmmodation of the drawers, but was after-wards protested for non-payment; and thdt William, and Robert Steele are insolvent. The bill also charges a further debt against William, and Robert Steele pf several thousand dollars, but of this there is no proof. It also appears-that William^ Steele, as surety for John Wilson, (who was insolvent), was indebted by a writing obligatory to the trustees of Clarksville tg the amount of 2,700 dollars; and that Orlando Raymond, agent for -the trustees,' obtained,- through 'William Steele,., from Richard Steele, who was the agent of Iffi/iaw and Robert Steele, an order in the name of said firm,’dated the 14th of October,' 1822, for 2,80 barrels of salt,.the property of said firm,-which had been shipped to Daniel Wurts,' commission merchant of said firm at Jeffersonville, for sale. This salt was obtained on said order and deposited with the defendant Beach; and the proceeds were to go towards the payment of the debt due tq the trustees. Raymond also obtained a draft, in the' name of William and Robert Steele, on said Wurts for the balance of the debt due the trustees, dated the 26th of October, 1822, payable in six months; which draft was accepted by Wurts, provided he should have funds belonging to the said Steeles, and he pro
The complainants claim the proceeds of this salt, and the pioney retained by Wurts, alleging that, by-agreement with William and Robert Steele, they were to have the proceeds of pll the salt .shipped to Jeffersonville, and that this' agreement was knówn to Beach and the trustees. The answers deny all knowledge of this agreement, and there-is no evidence to support it. They also, urge, that this disposition of the. partnership property, to pay the separate debt, of William Steele, was without the knowledge and consent of Robert Steele; and that the trustees knew this at the time they obtained the order and the draft aforesáid. This is denied by the answers; and there is no proof that this arrangement was made without the knowledge of Robert Steele. It is true that- Robert Steele, who resided at Kenhawa, Virginia, wrote a letter -.to Wurts, dated the 8th of May, 1823, protesting against the payment of said draft, and stating that he did not conceive it right for William Steele to apply the partnership property to Jhe payment of his separate, debt. This letter was written after the proceeds of the salt' had been credited on the bond of Wilson and William Steele, and after the draft (on Wurts had become due and payable. It does not expressly deny a knowledge of, and consent to, the arrangement with the trustees; but. if it is supposed-to do this indirectly, its effect is s.omewhat weakened by the testimony of Raymond, who states that -he .sa^ Robert Steele in Louis’dlle, in the month of October, 1822, or a little after; which was • about the time, or just after, the trustees had obtained the 280 barrels of salt, and the draft on Wurts; and it would seem from the deposition of Payne, a notary public, that,'on the 18fh of December, 1822, he
Rut it is contended, that the separate debt of one partner should not be paid out of the partnership estate, until all the debts of the firm are discharged. This doctrine is correct, but it does not apply, until the partners cease to have a legal right to dispose of their property as they please. It is applicable¶ only, when the principles of equity are brought to interfere in the distribution of the partnership property among the creditors. These equitable principles operate not only on the property remaining in the possession of the partners, but embrace all that has been fraudulently disposed of; but will not extend to such as has been previously transferred in good faith. There is no ground on which we can presume that the trustees, when they made this arrangement for the discharge of their demand 5 or that Beach, when he purchased their claim; had any intern tion of defeating the complainants in the recovery of their debt; for it does not appear that they had any certain knowledge of its existence. They were desirous of recovering their own debt, and whether it was discharged out of the separate property of William Steele, or out of the partnership property of William and Robert Steele, was a matter in which they were not directly concerned. The trustees obtained posses
But it is urged', that if the complainants have not shown themselves entitled to divest the defendants of these funds, oil account of their having security for their debt; yet that Richard Steele, as he has to discharge this bill of exchange, which it is said was accepted for accommodation only, should be considered as a creditor of the said firm; and that the arrangement with the trustees should be set aside in his favour. Btit; wheii his agency in this business is considered, it is impossible to suppose that the trustees have committed a fraud agáinst him, of have taken any undue advantage of him.
We have, throughout this case, considered Beach in the same situation as the trustees of Clarksville, as hé was a member of that corporation, and was individually apprised of the nature of the securities he obtained with the transfer of the demand of the trustees; so that it is unnecessary to investigate a question that has been stirred, whether he has paid the full consideration to the trustees for their claim. He is entitled at all events, as far as the complainants and Richard Steele are concerned, to all the advantages that could be claimed by thé trustees. And we see nothing in the case, thus far; to authorise a Court of equity to rescind the contract with the trustees, or to divest Beach of any legal advantage he has obtained.
There is another feature of the complainants’ case that merits some attention. A written agreeibent was entered into On the 9th of November, 1822, between William Steele and Beach\ by which William Steele was to furnish Beach with a quantity of salt at a stipulated price, sufficient, with what salt he had received, to pay Off the demand of the trustees: The salt to be delivered in ten days, and the order on Wurts to be given up. It does not appear that either part of this agreement was fulfilled. The salt was not delivered, nor the order given up. Beach in his answer states, that the order was not to be given .up until the salt was delivered. But the complainants contend) that, according to the agreement, the order was to be given up unconditionally; and that no condition can be annexed to it by parol. This agreement is not a deed, and what right William Steele might have had under it to demand this order, before •,the failure to comply with the agreement on his part, need not
The decree is affirmed with costs.