BUTTERFIELD . BEARDSLEY. time, so far as we can gather from the record, the property composing capital stock remained a common fund, and in which every shareholder had an undivided interest. These new proprietors all lived in Oakland county, and as a consequence of complainant's purchase, there came to be twentyone, instead of twenty Oakland county shareholders. The complainant never subscribed the articles. He was, however, regularly put down, recognized and assessed as a shareholder on and after the date last mentioned. On that day a meeting of the stockholders was held, at which were represented sixteen of the thirty shares, and among them his share. The meeting was adjourned over to the 30th of November, at which time the same shares appear to have been represented. At this meeting Andrews, who, as before stated, had succeeded to the interest of Boughner, was chosen director in Boughner's place, and likewise appointed agent "with power to sell the interest of the stockholders of the Wolverine Oil Company residing in Oakland county, provided a satisfactory sale could be made." The meeting expressed itself by resolution, to the effect that no proposition for a sale should be favorably entertained which should offer less than four thousand dollars for each and every share of said company owned in Oakland county. The movements which occurred at this time indicate that there had been overtures to purchase, from some quarter, or at least that something had happened to cause an expectation that offers to buy would be made. The key to the idea of selling the Oakland county interests as separate and distinct from any other, would seem to be that there were grounds for thinking that Heydrick, who controlled all the other shares and lived in Pennsylvania, and was an operator in oil enterprises, was disposed to buy for himself or others. The inference that the Oakland shareholders were acting upon the notion that Heydrick was to be the purchaser, is strengthened by what soon happened. He did buy. Besides, it is to be noticed, that in the summer of 1864, Voorheis had been 28 MICH.-58. BUTTERFIELD V. BEARDSLEY. sent down as agent, and the company were apprised that he meditated a sale of a portion of the interest of the "company" for twenty thousand dollars. They thereupon directed their secretary to advise him not to sell any part of "our interest, in parcels" and not to offer the whole for less than from one hundred to two hundred thousand dollars. Voorheis continued to make efforts to effectuate a sale, and at this juncture, and for some reason the record does not explain, the company deemed it expedient to send Andrews down also. He was provided with a power of attorney subscribed by Armstrong, Beardsley, Smith, Kellam, Millis, Spear, Peck, Morris, and complainant, and Morris subjoined to his signature the significant qualification,— "with the understanding that it shan't be sold less than eighty-four thousand dollars,-twenty-one shares." The names of Voorheis and Heydrick were inserted in the body of this paper as shareholders, and were not erased when it came to be executed and delivered. They were then in Pennsylvania, and did not subscribe. Those who did subscribe must have regarded them as jointly connected in the business. The efforts and negotiations on this occasion appear to have ended in a sale and transfer of all property which had inured to the company in their transactions with Heydrick. The matter is left somewhat obscure by the record, but enough appears to show that Heydrick conducted the negotiations for the buyer, or buyers, and that he either acted as principal or was allowed to deal with the affair as one who was purchasing, wholly or in part, for his own benefit. If any thing belonging to the company stood in his name, the equitable right of the company to it was meant to be cut off by his purchase. It seems to have been the intent to vest in the transferees the whole beneficial interest to which the company had claim, so as to leave nothing which certificates could represent beyond the fund received in exchange, and to so manage the matter that Heydrick could have no interest in that. The trade was not a sale of stock. It was a com plete relinquishment of the ultimate capital and property When it was consummated the "Wol of the company. verine Oil Company" had not simply changed its stockholders. It had parted with its estate. It does not appear that any thing was left for certificates to represent but the fund taken in exchange. Voorheis, who seems to have been chief negotiator for the company, first reported that he had sold for eighty-four thousand dollars. A slip occurred, however, and he finally got sixty-two thousand dollars in cash and four thousand shares of oil stock, which is probably worthless. He received the money in Pennsylvania, and at once paid over to Peck twelve thousand dollars as for his share. After his return, and on the 22d of July, 1865, a meeting of the stockholders and directors of the company was held at Pontiac, at which time Voorheis, Armstrong, Andrews, Morris, Peck, Beardsley, Millis, Smith and the complainant were present. It was there voted by the directors that sixty-two thousand dollars should be divided among the Oakland county stockholders, embracing twenty-one shares. This included the complainant's share. At the same time an assessment was made and paid of four dollars seventy-six cents on each of such twenty-one shares to pay an allowed claim of Boughner. On the 12th of August the directors again met at Pontiac, and allowed several claims against the company, including one to Voorheis for his services and expenses. They also assessed each of the Oakland county shares fifty-two dollars and three cents to defray expenses. On the 13th of September following, however, another meeting of the stockholders and directors was held, at which time Voorheis, Andrews, Peck (by proxy), Morris, Kellam, Millis, Smith, Spear, Beardsley and complainant were present. On this occasion it was resolved that the doings of the meeting on the 22d of July should be rescinded and held for naught,-Morris, Voorheis and complainant resisting. A similar course was pursued in relation to the proceedings of the meeting of the 12th of August, BUTTERFIELD . BEARDSLEY. Voorheis resisting. At this time a vote of censure was also passed against Voorheis, and he was removed from his office of agent and director. They did not go so far as to return the assessment made and collected on the 22d of July. By these and other movements it became apparent that a controlling number of the associates were determined that the complainant should receive no share of the fund realized by the sale, and at length his right to participation was definitely denied. In February, 1866, the complainant filed his first bill, but omitted to make Heydrick a party. A demurrer was interposed, and the court sustained the demurrer. The bill was then amended by making Heydrick a party, and was again met by demurrer. This, however, was overruled, and all the defendants answered except Heydrick, and the bill as to him was taken as confessed. We do not consider it necessary to reproduce the matter of the bill, or even to specify the essential parts of it. It proceeds upon the supposition that the complainant and the other associates were, as between themselves, for the purpose of dealing with their community rights in a court of equity, to be considered as partners, and it seeks a winding up of the affairs and an equitable application and appropriation of the effects. A number of objections were pressed with much earnestness at the hearing. One of them may be here noticed. It was said that the associates were not partners. They certainly had no corporate character, and yet they were embarked in a common undertaking for their common profit, and this common undertaking was sustained, and was agreed to be sustained, by money advanced by each. That their relation and position were such as to justify a court of equity, in order to settle their disputes respecting the distribution of a common fund, to treat them as partners, is a point settled by overwhelming authority. We cite a few of the cases and books bearing on the point.Beaumont v. Meredith, 3 Ves. & Beames, 180; Wallworth BUTTERFIELD V. BEARDSLEY. v. Holt, 4 Myl. & C., 619; Womersley v. Merrit, L. R., 4 Eq. Cases, 695; Richardson v. Hastings, 7 Beav., 323, S. C. id., 301; Whitman v. Porter, 107 Mass., 522; Taft v. Ward, 106 Mass., 518; Harper v. Raymond, 3 Bos., 29; Mann v. Butler, 2 Barb. Ch. R., 362; Townsend v. Goewey, 19 Wend., 424; Cross v. Jackson, 5 Hill, 478; 3 Kent's Com., p. 26; Story on Part., §§ 76, 77, 164, 213; Burgan v. Lyell, 2 Mich., 102; Clagett v. Kilbourne, 1 Black, 346; Brown v. Curtis, 5 Mason, 421; Adams Eq., 247, 239, 240; Willards Eq., chap. 10; Story, Eq. J., §§ 1243, 1255, 1256; Brown v. Gilman, 4 Wheat., 255. In February, 1872, the court made an interlocutory decree adjudging that the associates were partners in interest in the property and effects of the Wolverine oil company; that their respective interests were co-extensive with the shares they severally held, and that complainant held one share. The decree set forth and declared who were shareholders, and the quantity of interest of each individual; that Heydrick owned and controlled nine shares independently, and governed the interest which they represented, in a manner distinct from the interest represented by the other twenty-one shares owned in Michigan; that Voorheis acting as agent for the shareholders living in Michigan, and holding twenty-one shares, sold such shares, with the property they represented, and received a large sum of money and other property, and that the fund so obtained equitably belonged to the complainant and the other Michigan shareholders in the ratio of their shares, and that it ought to be divided among the owners after an adjustment of claims and demands between members and against the company. The decree then proceeded to refer it to a commissioner to ascertain and report what sales, when and for what amount, had been made of any of the property, shares or effects of the company by Voorheis or any of the other defendants except Heydrick, the disposition made of the proceeds, the amount passed over to any of the defendants, |