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![handle is hein.slavery/ssactsengr0726 and id is 1 raw text is: CRAWSHAY V. COLLINS
standing in his place, come into a Court of Equity, to seek the benefit of that arrange-
ment, without being able to shew, that he had done much more than any where
appears, and more than from what does appear he can be presumed to have done ?
If Lawtie derived any legal benefits under that assignment and arrangement, he
may be entitled to keep them ; whether he has performed the contract on his side,
or not : but can he call upon a Court of Equity to put him in possession of all the
advantage of the agreement without upon his part performing that, which was to
be the consideration 7 Has he performed his part ? Has he paid all the partnership
debts, and kept Farquharson indemnified ? It is clear, he has not. At the distance
of about a year from the dissolution Lawtie was in a state of evident insolvency.
He professes himself to be utterly unable to replace to the Company the excess of
advances, or to complete the contract. It is clear, that, if instead of profit, this
transaction had terminated in loss, that loss must have fallen upon Farquharson :
yet it is to be contended, that the profit, if any, must belong to Lawtie. It is equally
clear, that, if the Company chose to sue for damages for non-completion of the con-
tract, they must have been paid by Farquharson. Lawtie being utterly unable to
pay, or to indemnify [217] him. If any debts had been incurred in India in per-
forming what was performed, those debts must have fallen upon Farquharson :
yet Lawtie was to take the whole produce without indemnifying him against the
debts, even those, relating to the transaction itself. That is not the state, in which
a Court of Equity would lend its aid to place these parties. I have said, all legal
advantages Lawtie may be entitled to keep ; and a Court of Equity would not
interfere to deprive him of them : but upon what principle is equity to interfere
to put him in possession of advantages, for which he has not given any consideration 7
This case differs entirely from the case Ex parte Ruffin. First, it does not appear,
that this agreement was of the same nature as the agreement in that case; and upon
the particular nature of that agreement much stress was laid. Next, the partner,
to whom the assignment was made, or his assigns, were not seeking the interference
of the Court ; but stood upon the defensive ; and all, that the Court did, was to
refuse to interfere against them, in favour of the partnership creditors, upon petition,
giving them leave to file a Bill. In this case, not having the whole agreement before
me, I ought not to decree in favour of one, claiming entirely upon the footing of that
agreement ; and, if the agreement contains nothing more than I can collect from
these proceedings, the Plaintiffs, standing in the place of Lawtie, are not entitled
to a performance of those parts of it, which are in his favor.
This Bill must therefore be dismissed ; though under the circumstances I do not
think, that it is necessary to give costs.
(1) 2 Ves. sen. 400. Jones v. Pengree, 6 Ves. 580. The question was decided
according to this opinion of Lord Hardwicke, Barber v. Barber, 18 Ves. 286. See
19 Ves. 185, and the note, 6 Ves. 582.
[218] CRAWSHAY V. COLLINS. July 25th. 26th, 1808.
[1 Swans. 40; 3 Swans. 90. S. C. 1 J. & W. 267; 2 Russ. 325. See Lewis v. Langdon,
1835, 7 Sim. 424 ; Wedderburn v. Wedderburn, 1855-56, 25 L. J. Ch. 712;
Darby v. Darby, 1856, 25 L. J. Ch. 377; 3 Drew. 504; Davies v. Hodgson,
1858, 27 L. J. Ch. 453 ; 25 Beav. 190 ; Vyse v. Foster, 1872-74, L. R. 8 Ch. 328 ;
L. R. 7 H. L. 338. See also Partnership Act, 1890 (53 & 54 Vict. c. 39), s. 42, ss. 1.]
A partnership being dissolved by the Bankruptcy of one partner, the assignees
are entitled, beyond an account and distribution of the stock, &c., to a participation
of subsequent profits, made by the other partners, carrying on the trade with the
capital, as constituted at the time of the Bankruptcy. As far as the profits may
have been produced by a joint application of that and other funds, quCere.
In September 1801, Collins, Noble, and Boughton, entered into partnership in
the business of pump and engine manufacturers. In December 1803, a Commission
of Bankruptcy issued against Noble. In August 1804, this suit was instituted upon
a Bill, filed by the assignees under that Commission against Collins and Boughton ;
stating, that a patent was granted in 1799 to Noble for a certain apparatus tobe applied
to the working of pumps, engines, &c. ; that another patent was granted in 1800
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15 VES. JUN. 217.](ViewImageLocal?handle=hein.slavery/ssactsengr0726&div=1&collection=&method=preview&ext=.png&size=3)