
    *Asa Mayo v. Charles T. Bosson and others.
    Values fixed upon stock brought into a firm and conducted tor a time, not to be readjusted in equity without proof of fraud.
    Errors in calculation, or in stating the account upon settlement, may be cor« reeled.
    
      This cause was brought to the court in bank for decision from the county of Miami. It was a bill in chancery, filed to open the' settlement of a partnership account and readjust its several items. The bill charges many specific errors and to a large amount, alleging that these errors are of a character necessarily involving the practice of fraud. The answers deny all fraudulent intent, and deny also the existence of the alleged errors in the settlement. The material facts in the case are these :
    In February, 1828, the complainant and Vm. Bosson were en-. gaged in mercantile business as partners, having an establishment at Cincinnati and another at Troy. Charles T. Bosson and Joseph Bosson, the other defendants, owned certain real estate near Troy, consisting of mills and water power, and a manufactory for spinning cotton near Dayton. On February 28, 1828, these four individuals agreed to become partners in the business of merchandising and manufacturing, and settled the terms; but these were not reduced to writing until August 30, 1828. This writing, enumerating the property before described, declares it all belongs to the new company. It then provides “ that the amounts of machinery, goods, credits, house, building, etc., etc., belonging as above mentioned, are to be ascertained by reference to the schedules taken at the time that the copartnership contract was agreed and entered upon — the improvements, additions to stock, machinery, etc., being considered as the joint property of the parties, as resulting from said partnership contract.”
    This schedule, which is part of the case, enumerates the amount of property brought into partnership by each of the concerns, and affixes to each item a price. In respect to the cotton machinery and leasehold property near Dayton, after setting down the items of which it consists, there is added, “ the whole of the above is in full operation excepting two throstles, which will be in four to six weeks, which is estimated to be worth at least fourteen thousand dollars.”
    The contract of partnership contemplated an act of incorporation, but this was never obtained.
    *The parties proceeded to the transaction of business as a [526 firm, in which they continued until August, 1830. On August 1, 1830, they agreed to dissolve their partnership,, and on the 31st of that month agreed upon a partial distribution of effects and liabilities, “reserving for future negotiation such points as may involve a difference of opinion, all of which., as they arise, shall be subjects of speedy arbitration.” This samo contract of dissolution provides, that “ difference in opinion concerning the machinery shall be submitted for arbitration on or before the 10th of November next.” An'd on the same day, August 31, 1830, the parties subscribed bonds for submitting the difference of opinion concerning the machinery to arbitration. The bond subscribed by Mayo contains this recital, “whereas, the said Mayo and the said Bossons have been partners in trade, under the firm of Mayo & Bossons, and having dissolved their partnership, and settled all the partnership accounts except in regard to the Montgomery cotton factory ; and whereas, a dispute has arisen between the said Mayo and the said' Bossons, in reference to the sum or amount for which said cotton factory was brought into the firm, and whether it should be considered in the contribution to the partnership property at the original valuation as per inventory, or be subject to a revaluation.”
    The cause was brought into the Supreme Court by appeal.
    In the court of common pleas the cause was referred to a master commissioner, who made a report readjusting the accounts between the parties, fixing a reduced valuation on the cotton factory and machinery, and making a new disposition of sundry other items. This report was excepted to by both parties for different reasons. A new reference was made, and a new report, in which the whole accounts are reviewed, new values fixed, and new results produced. To this report the respondents excepted, upon account of an error in the disposition of a particular item, and because it disregarded both the settlement of August, 1830, and the contract of partnership of February, 1828, in. fixing estimates and valuations.
    The testimony of a great number of witnesses was taken to establish valuations of the different descriptions of property, and in relation to the conduct of the parties — some to impeach the credit of others; some with the purpose of proving fraud, in the valuations of the original contract of partnership and in the contract of dissolution and settlement.
    *Fox and Grosvenor, for complainant.
    Schenck and Powers, for defendants.
   Judge Wright

delivered the opinion of the court: R

Its bearing being upon facts, it could not be understood without voluminous details of the proofs, and is therefore omitted. The decree embodies the points decided, and is as follows:

This cause came on to be heard on the bill, answer, exhibits, reports of master commissioners, exceptions thereto, and the arguments of counsel. Whereupon the court are of opinion that upon the whole proofs in the ease there is no ground for impeaching or setting aside the adjustment of values of original stock, as settled and agreed by the parties respectively in their written articles of copartnership of August 31, 1828 ; nor for impeaching or disturbing the settlement or distribution of the partnership effects as made and entered into- on August 13, 1830. But the court are of opinion that, in respect to said settlement, it is competent to correct all errors of addition or subtraction, and also to .correct the error, whereby Charles T. Bosson, one of the defendants, twice obtained credit for the same sum, as against the stock brought into the firm by Mayo and Bosson. Whereupon the court do award, order, and decree that the several reports of the master commissioners stating the accounts between the parties be set aside, and that an account be taken in reference only to the items of amount specified in this order and decree; for the taking of which and for such further proceedings as may be necessary to a final decision, this cause is continued until the next term of said court.  