The Express.
London, England, 1853-07-30 00:00:00

CRICKET.

HAIMOW c. ETON.—These schools contended yes-
terday at Lord% with the following result : Eton, Ist
=jar, 68 ; 2nd tatting., 79. lisrrow, lit innings, 63.

WIFFKILN R►ILWAY OF FRANCE.—Traffic for the
week ',ding 1.1, 24, 1863, 6,8021. Corresponding week,
11342, 4,0381.

taw Inteuteenct.

EQUITY COURTS.—YEsTER DAT.
BlNtill VIC -CNA` Cu: OR Si: W. Nue WOOD.

BLISbErt T. DANIEL.—MTIE4 PAUTNF.II3

His Honour gave judgment in this case, which was argued
on the 29th of June, and several subsequent days, at great
length. His Honour said, the first question is whether the
t power of expulsion contained in the partnership articles,
could be exercised without any reason bring asehmed or even
existing for the ear reise of it. eLef pt.the arbitrary will of the
other partners, and without any c mmittee meeting ef the
other partners being called Au d ueondly,ifit could he en ex-
ercised, how the share of the expelled partner was to he
valued. And thirHy, whether the power which had been
exercised in the present instance against the plaintiff had
Wen sa exercised that the court would give effect to it.
On the first point my judens• ut will be in favour of the de-
fendants; but on the second and third for the plaintiff;
and therefore it becomes unaeetesary to consider a 4th point,
namely, whether or not the notice of expulsion which had
been signed was signed by two-thirds nt the partners within
the meaning of the articles. If I must have decided that,
I could not have clone so in favour of the pluintilf. This
being then an absolute poser of expulsion, have the parties
proposing estimated the value of the plaintiff's shut.. The
eonetrocoon of the deed must be token most stringently
against the parties exercising such power. The cons—
queen that tesulted from its exercise was, that two-thirds
of the purtnen intuited a right to value the expelled part-
ner's share, at a price fixed according to the stipu-
lations contained in the deed, and might de-
cide how that share was to be apportioned, and
might therefore appropriate it to themselves. Nor was
there any limitation as to the time when the notice of ex-
pulsion was to be given. It might be gives at • time of
the greatest prosperity of the business, or at a time when
the business was about to be wound up. And therefore it
must, fur the protection of the expelled partner, ba con-
strued most strictly. Tee mode of valuing was to be the
sane as in the case eta deceased, or bankrupt, or retiring
partner; and the object of the clause, in those
cases, was to prevent a business, which hail
existed for a hundred years, being exposed to the ViCibli-
tildes of death or bankruptcy, and the necessity of being
wound up. It was said that the power of expulsion !nee
given was to provide against those incompatibilities of
temper, which prevent a business from being properly ear-
ned on. Whether the introduction of such a clause G even
prudent may be doubtful, but in the present case it had
been most disastrous. The partnership had existed under
the old deed for tiO years without that clause, and for 20
years under tho new deed without the power
given by that clause being exercised. And I feel bound
to hold that it has not now been exercised in the mum r to
show that such a clause is beneficial. The clause by which
the value of the shares was to be ascertained provided tine.
the property of the partnership should be estimated at
72,0001., and from part of the capital, and that the working
capital should hie taken at 125,0001., divided into 25 shares,
and then provides that the net profits shall be c deviated up
to the 30th of June preceding the day of settling the
amulets, for which GO days are to be allowed ; and a intu-
ition is to be made of all the property of the partnership,
and the value of the shares is then to be ascertaiued,
and the accounts, showing the profits and the value of each
share, are to be entered in a hook, and signed by the part-
ners, and the value of the shares so shown is to be the
value to be paid to any partner dying or retiring during
the course of the ensuing year. In truth, no valuation of
the property ever had been made, and it was their habit to
go on stating the value of the shares at the same nominal
figure rs they stood at the data of the deed. But it is clear
that under this clause some valuation ought to be made.
And the question is was any such made in the present case.
His honour went into the evidence and said it
was clear that it hail not, and that the value
of the property had greatly increased, and the
nominal value of the shares at which they were stated
in the books on the 30th of June preceding the expulsion of
the plaintiff, viz., 3,4001 , was very much below the real
value. The clause of expulsion supposes a valuation to be
made, but in truth no such valsation had been made. And
if it was said that the parties had met and agreed to this
conventional value, and that the plaintiff was therefore
bound, it must be *hewn that the plaintiff had so agreed,
with the fullest knowledge of what was about to take place.
The statement of the defendants is that this course was
adopted to secure the remaining partners against the possible
result of depreciatiou of stock from the fluctuations in busi-
ness, and I can understand all parties being willing to take
such a chance in respect to the death of a partner, which
might happen to all at any time, or the retirement, which
was voluntary, or bankruptcy, which was a species of mis-
conduct, and in such cases the signing the books might be
taken as an agreement ; but I cannot hold it to be a valua-
tion as against an expelled partner. Being, therefore, of
opinion that no valuation had been made, 1 am to consider
what is the effect of the notice of expulsion. Ou that
ground alone I should have held that the plaintiff was not
bound by the accounts he had signed. There remains
the question, whether if this power could, under any cir-
cumstances, have been exercised, whether it has been pro-
perly exercised in this case. That is the most painful part
of this we. I never remember to have witnessed in this
must, among persona in this high position of life, so much
want of fair dealing towards a partner. I hold it was com-
petent to them to give notice of expulsion without assigning
any reason, and without holding any meeting ; but then it
must be bona fide. This court supposes, in every
contract of partnership, that the utmost good faith
is to prevail. And such a power as this could
never be allowed to be exercised by partners fur their
own benefit, and If no cause is shown, it must be
clearly made out that what was done was done in good
faith. Suppose the case of a very profitable year after a
very disastrous one, and notice of expulsion given just as
the profltaof the prosperous year were about to be ascer-
tained ; under this clause the majority have full power to
give such a notice, but no one supposes that this court
would allow it to be carried out to deprive one partner of
his fair share for the benefit of the rest. It must be carried
out for the benefit of the whole society—it is a power
vested in the majority for the benefit of all. What takes
place here is that a meeting takes place on the 26th Aueust
to settle the accounts, on the 27th July Philip Vaughan
had been admitted a partner. He was quite young, and
had been a clerk, and is then put into a share of the busi-
ness worth 1,0001. a year. Oa the 28th August his father,
who was himself the principal manager, thinks it desirable
that his son should become a co-manager, and pro-
poses it; the plaintiff dissents on principle, and
not on the ground of the 1601. which it was
proposed to pay him. It is stated in the an-
swer of the defendants that this was done by the plain-
tiff in the most offensive way : and there is a statement by
Cave and Daniel, two of the defendants that they had ob-
served this manner before in the plaintiff towards Vaug-
han, munch as to make it appear that they could not go
on together, but it does not appear that any remonstrance
was made when the plaintiff opposed the wish of Vaughan,
but as soon as he was gone Cave and Vaughan have a con-
venation ; and Cave says, " I wish we could get rid of
him." He explains this by saying that he only
meant that be should prefer his leaving to Vaughan's
giving up. It is then said that this reminded them
of the power of expulsion is the articles which they had for-
gotten, they send for them, and then propose that Vaughan
should write to Cave and Daniel stating his intention to
leave the partnership unless the plaintiff did so. This letter
was accordingly written. There was to have been a dinner
of the partners at Cave's, but he writes to the plaintiff stat-
ing that Vaughan took his opposition to his son's appoint-
ment so much to heart that he would rather not meet him
at dinner. When the intention to expel his partner had been
formed *great deal more than this ought to have been said.
but instead of any intimation being given to the plaintiff,
they allow him to come to the meeting of the 29th of
August and sign the books, and bind himself to the ac-
counts, and give no intimation of their intention till he has
done so; and then the letter is produced, and in the even-
ing the notice of expulsion is served. If the case had
rested on these facts alone, I should have thought the
notice of expulsion could not have been upheld. It was a
power given for the benefit of all, and not of can (and this
was all Vaughan's doing), it
intended that one should have the right to solicit
and procure, nay, almost to coerce the rest into
exercising this power. It was not to gain any partnership
object—it was only that Vaughan said, -" I will not remain
if Milieu does." -There was no object in coming to a hasty
conclusion. Hillman was not insolvent: all that could be
said, if the case of the defendants was relied on, was that
he was disagreeable. The court could not recognise these
negotiations by one partner for the expulsion of another.
[His Honour here referred to the strong expressions of Sir
William Grant as to clandestine proceedings by one
partner against another.] But, then, how does
the matter really stand as to Bliasett's conduct ?
Was he so disagreeable ? [His Honour then re-
viewed the correspondence between the parties, showing
that they were on the most friendly footing down to the
vary date of these procedings, and stated that he did not
think the plaintiff's objection to young Vaughan's appoint-
ment was unreasonable.] Then it was said this bill ought
to be dismissed, because it charges platting and conspiring
to confiscate the plaintiff's property, and that that is not
proved, and that it charges fraudulent proceedings on
the defendants. I have held that the proceedings of the
defendants were void, by reason of the way in which they
conducted the business, and in this court that is called
fraudulent. The standard by which proceedings between
co-pattners are tried in this court is, I am thankful to
say, far higher than the standard of the world, and looking
to that standard, I cannot sanction what here took place,
but, trying it by that standard, I must say, that what took
place was fraudulent. Can any one suppose this plaintiff
would have signed this account, if he had been told that he
was then doing the lot act which would bind him irrevoca-
bly,and thathe was agreeing to sell his share at a conventional
value, sod that the rest had formed the determination to
expel him. Such proceedings cannot be upheld on any
ground that this court will recognise. I shall, therefore,
decree that the notice of expulsion was void, that plaintiff
still continues a partner, and shall direct an account horn
the 30th ofJune, 18.50, of the partnership profits, and that
the share ascertained as belonging to the plaintiff shall he
carried to plaintiff's account with interest, and that the
defendants pay the costs of this suit.

INSOLVENT DEBTORS' COURT.—VESTERDAY
Berms Ma. COIDDIPIONZA Pasture.
Ix AZ CHARLES FITZGERALD HIGGINS.
This insolvent, whose ease was heard on Thursday, ap-
peared for judgment.
Mr. Commissioner Phillips regretted to see a gentleman
of his misneaions opposed on the grounds mentioned on the
former occasion. The creditors bad required a remand,
and he was bound to give one, and to divest himself of all

THE EXPRESS, SATURDAY EVENING, JULY 30, 1853.