
    MARK HEATHCOT v. JOSEPH RAVENSCROFT.
    Bill for dissolution of a partnership and injunstion and receiver, on which a receiver was appointed.
    The bill stated, that on the 16th November, 1845, the complainant and defendant agreed, by parol, to enter into partnership in the business of manufacturing cotton; and agreed to contribute equally in money or necessary articles of machinery, towards forming a partnership stock for carrying on said business, and that the profits and losses should be shared by or fall equally on them. That in pursuance of said agreement, and for the-purpose of providing themselves with a mill and water-power to carry on their said.business, the complainant and defendant entered into a written contract with one John Cooper for the parchase of certain real estate in the county of Bergen, with a water-power and cotton mill thereon, for $1000, to be paid at a future day; and, on the same day, entered into possession of said premises, under said contract.
    That the complainant contributed, in fulfillment of his part of said agreement, and towards forming a co-partnersbip, stock, in necessary articles of machinery or in money, $562.77, and the said Ravenscroft contributed $122.85, leaving a deficiency in the contribution of the said Ravenscroft of $439.92, which deficiency the said Raveuseroft represented to the complainant that lie had means of making up, under his control, and agreed to make up the same in a short time thereafter. That notwithstanding the said deficiency, the complainant, relying on the said representations and promise of said Ravenscroft to make up the same in a short time thereafter, entered with him upon the business of manufacturing cotton yarn under the co-partnership agreement above staled.
    That the said Ravenscroft and the complainant continued to carry oil the said partnership business until September 4th, 1846¡ at which time they stopped business, though no dissolution or said co-partnership took place; and that during all that time the said Ravenscroft neglected to make, any further contribution to the said co-partnership stock, notwithstanding his said promise and undertaking and the frequent urgent requests of the complainant for him- to do so.
    That on or about November 4th, 1846, the said Ravenscroft, without the knowledge or consent of the complainant, and in violation of his said co-partnership agreement, and without, any further contribution to the said co-partnership stock, sold and transferred to Joel M. Johnson, all his interest in the lot of land, mill and water privilege herein before mentioned, together with all his interest in all the machinery, gearing and fixtures in said mill, consisting of the following goods and chattels in said writing enumerated, to wit, &c.; and did covenant and agree to and with the said Joel M. Johnson, that he was the true and lawful owner of one full undivided half of the said goods, chattels and privileges.
    That about the time of the said sale, the said Johnson entered into the said mill, and has ever since that time continued in possession of the same and of all the gearing, machinery, stock and appurtenances herein before mentioned ; claiming a right so to do as the owner of one-half thereof by virtue of the said article of sale.
    That there are in said mill, divers articles besides those enumerated in the said article of sale, appertaining to the machinery in said mill and necessary and useful in and about the business of manufacturing, amounting in the whole to the value of $175, as nearly as the complainant can estimate the same; to which the said Johnson also claims an equal right and title with the complainant, and which he also holds in possession as one-half owner thereof.
    That there were co-partnership debts contracted by the complainant and the said Ravenscroft before the 4th day of September last past, and now remaining due and unpaid, to the amount of §710.49.
    That the said Ravenscroft, since his said sale to the said Johnson, hath refused to pay any portion of the said co-partnership debts, although applied to and particularly requested so to do j and that the said Ravenscroft hath no visible or tangible property or effects out of which the proportion of said debts which ought to be paid by him could be levied and made; and that the said Ravenscroft is in insolvent circumstances.
    That the said Joel M. Johnson, although claiming to he an equal joint owner with the complainant in the said co-partnership property, refuses to pay or discharge any of the said co-partnership debts, or to make good to the complainant the excess of his contribution to the said co-partnership stock over the contribution of the said Ravenscroft; and claims to hold the undivided half of the said property free and discharged from such debts and liabilities.
    That neither the said Ravenscroft nor the said Johnson, at or before the time of the said sale and transfer between them, made known to the complainant the intention of the said Ravenscroft to sell, nor the said Johnson to purchase the interest so sold .and purchased, nor did they or either of them apply to the complainant or obtain his assent to such sale; but that said sale and transfer were made without the complainant’s knowledge and consent.
    That he hath been informed and believes, and therefore charges it to be true, that the said Johnson, before or at the time of his said purchase, and before the payment by him of any money on account thereof, knew or had good cause to believe that the said Ravenscroft had not an equal interest with the complainant in the said partnership properly, and that he knew or had good cause to believe that the said co-partners had debts at that time due and owing, for the payment of which the said co-partnership property and assets ought in law and in equity to be applied. And the bill charges that the said Ravenscroft, at the time of his agreement to make up the deficiency in his contribution as above stated, had not the means so to do under his control, and that his representations to the complainant on that subject were fraudulent and intended to mislead the complainant; and that the said sale by the said Ravenscroft to the said Johnson was fraudulent, and that the same was made with the intent to defraud the complainant in the prernises-
    That by reason of the premises the co-partnership business of the complainant and the said Ravenscroft is wholly broken up and that the co-partnership property is suffering great damage and loss ; and that the said Johnson hath set up in said mill a machine for cutting shingles, which the complainant is informed and believes he has put in operation, thereby exposing the said mill and machinery to great hazard of loss by fire; and, as the complainant is advised and believes, by increasing the risk, vitiated and avoided the insurance effected on the said mill and machinery in the name of the said Ravenscroft, and the complainant as co-partners as aforesaid.
    That the said Johnson threatens to take exclusive possession and control of the said mill and machinery and appurtenances, and to put the same in operation on his own account and for his individual benefit, and thereby wholly exclude the complainant from the same.
    That the said Johnson, though not to the knowledge or belief of the complainant insolvent, yet is possessed of slender means, and is not of sufficient responsibility to render it safe to leave the said machinery and premises in his charge and under his control; and that in case of any serious loss or damage to said property, or in case of the fraudulent removal or conversion of the same, he would, as the complainant verily believes, be unable to respond in damages to the complainant.
    The bill prays that the said sale by Ravenscroft to Johnson may be set aside, that the partnership may be dissolved, and that a receiver may be appointed to take charge of the partnership property, and collect and sell the same; and that the proceeds thereof may be applied, under the direction of the court, to payment of the partnership debts; and that so much of the surplus, if any remain, as may be necessary for that purpose, be paid to the complainant, to make good the deficiency of said Ravenscroft in his contribution to the partnership stock; and that the residue, if any, may be paid into court, to be disposed of as may be deemed equitable; and that said Ravenscroft and Johnson may be restrained from doing or suffering any damage or waste, &c.
    On filing this bill an injunction was granted, pursuant to the prayer thereof.
    Afterwards, on notice, a motion was made for the appointment of a receiver.
    
      
      Daniel Barkalow, for the motion.
    
      Richard R. Paulinson, contra.
    
   The Chancellor

said he thought it was a plain case for a receiver,

Order accordingly.  