Clayton v. Mitchell

2 Del. Cas. 532

• Court: Court of Chancery of Delaware
• Decided: February 15, 1820
• Status: Published

Opinion

The Chancellor.

In the original bill and in the cross-bill there is a prayer for an account; and it is not easy to perceive how the affairs of this company can be adjusted without an account shall be taken. There is no plea in bar. In all the answers the partnership is admitted; and that this partnership engaged in very large and extensive business, in which much money was expended, and that this concern never has been settled. I cannot discover any principle in the case which forbids the account as prayed by all parties. How that account shall be finally settled is a very different question; and until the whole transaction is brought before the Court, by showing the separate acts of each partner, it is not easy to determine any particular fact in relation to the liability of any of the parties. But from my present impressions I am not disposed to charge Mr. Mitchell as a sole responsible agent for all the transactions of the partnership; nor Mr. Long for all the business done at and in the mill. They both certainly are liable for their own acts; but I cannot undertake now to go any further than to order an account. Indeed, the complainants in their original bill consider the defendant only as the active partner, and in the answer to the cross-bill, Mr. Clayton seems to deny that the time of Mr. Mitchell was required exclusively for the mill and their other affairs; as if his services or time were to be the measure of his compensation, without a regard to any responsibility. The general scope of the bills and answers treats Mr. Mitchell merely as a partner, though in the argument great stress has been laid on his agency, as if he had the sole, exclusive management, and was liable for the whole concern, notwithstanding the interference of other partners, or the misconduct of millers.

Each partner must account. . . .