Griffin v. Merrill , 10 Md. 364 ( 1856 )

Eccleston, J.,

delivered the opinion of this court.

The appellants insist, that the demurrers should have been ruled good, upon the ground that the bill is multifarious. In support of which position they rely, with much confidence, upon White et al., vs. White, 5 Gill, 359. There the bill prayed for an account of the concerns of several distinct partnerships, some of the defendants not having been partners in all the firms; and there being nothing to show that either firm, as such, had any agency in regard to the concerns of the others, or of either of them. Henry White, (one of the defendants,) is said to have been the financier and agent, for many purposes, of the various firms, but he had never been a partner in either. The bill was finally dismissed, by the Court of .Appeals, for multifariousness. And the facts we have mentioned had much, if not the coutroling influence, in that decision.

Under the demurrers we are, of course, to consider the statements contained in this bill, to be true.

The defendant, ¿ee, was not a partner in Griffin, Yeatmaa & Co., but was in Griffin & Co. On the dissolution of the former, their stock in trade was purchased at a valuation, and paid for by the latter, as we understand the bill. It also, appears to have been agreed, that the debts due to Griffin, Yeatnran & Co., should be transferred to the books of Griffin & Co., which they were to collect without charge, and with the money so collected, were to pay as far as it would go, the debts of Griffin, Yeatman & Co., or reimburse to the complainant the money advanced by him out of his private means for that purpose. Speaking in reference to the purchase of the stock in trade, and the debts to be' collected, the bill says: “And in fact the said Griffin & Co. did so purchase the said stock in trade, and transfer said accounts of Griffin, Yeatman & Co. to their books, and collect said debts, and pay, as far as the money would go, the said debts.” In a previous part of the bill, it is said: “That the assetts of said partnership of Griffin, Yeatman & Co., consisted of their stock in trade, and outstanding debts, which, as your orator was led to believe, and suppose, would be of sufficient value to meet the liabilities of said firm, but although the said stock was sold on the most advantageous terms, and the collection of said debts diligently attended to, as is hereinafter more particularly set forth, the" sum produced did not pay the debts of said firm by a large amount, which your orator has paid out of his own private means; and that the said Robert "JB. Griffin has not assisted your orator in paying said liabilities, nor has he paid his own indebtedness to said firm, nor his proportion of the money expended by your orator in paying said liabilities; and that a large proportion of said outstanding debts have proved desperate and cannot be collected.”

The firm of Griffin & Co. was dissolved in July 1848, and the bill says: “Your orator further showeth, that after the dissolution of said firm, your orator, by agreement with his said partners, took into his possession the books and papers of said firm, for the purpose of collecting the outstanding debts, and applying the money received from them to the liquidation of the liabilities of said firm, so far as it would go, or of reinabursing himself for money advanced by him for that purpose; and that he diligently attended to the collection of said debts so long as he resided in said city, and on removing to the city of New York, where he now resides, it was agreed by and between your orator and his said late partners, that the said books and papers should be placed in the hands of Messrs. J. D. Pratt & Co., of the said city of Baltimore, for tiie purpose of collecting the debts of said firm still outstanding, and pay - ing to your orator the proceeds of such collection to reimburse him for advances made to pay the liabilities of said firm.”

The bill likewise states, “that the said J. D. Pratt & Co. have used every effort to collect said debts, and have collected and paid over to your orator considerable sums of money on account thereof, all of which as well as money collected by your orator from said outstanding debts is duly credited on the said books of said firm, and charged to your orator. That the said books and papers are still in possession of the said J. D. Pratt & Co., who are still endeavoring to collect the debts remaining unpaid, and who represent to your orator, that the most of them are desperate and cannot be collected. And that the stock in trade of the said Griffin and company, a,t the time of said dissolution, was advantageously disposed of and the proceeds thereof duly applied to the discharge of the debts due by them.”

The appellee considers this bill not liable to objection, on the ground of multifariousness, under the decision of White, et al., vs. White, although Lee was not a member of the first firm. There is said to be a material difference between that case and this, because here, Lee was a partner in Griffin & Co., which firm, as such, became agents for collecting and disbursing the outstanding debts of Griffin, Yeatman & Co. This agency of the firm, in which Lee was a member, is supposed to distinguish this case from the one referred to, where the only agent spoken of is Henry White, who never had been a member of either partnership. But. admitting (his distinction to exist, still the fact of the agency now relied on cannot render it either necessary or proper, that Lee should be required to unite with Griffin in accounting, with regard to the concerns of the first firm, unless it appears there is some good reason why he should so account in reference to the affairs of the agency. And we see no such reason.

The hill shows plainly, dipt the debts which Griffin & Co. were to transfer to their books, for the purpose of collecting and disbursing on account of the first firm were so transferred; the collection was diligently attended to, and the money received, was paid over according to agreement; leaving uncollected o'nly such of those debts as were desperate and could not be collected.

Althodgh the hill may show a liability to, and a necessity for accounting with, the complainant, on the part of the two defendants, in reference to the concerns of the second firm; and also on the part of Griffin, in regard to the affairs of the first, still the facts stated do not exhibit any indebtedness to, or necessity for accounting with, the complainant, by the secoúd firm, or by Lee as a member thereof, or in any character, in reference to an agency, or any mutter arising from, pr connected with, the firm of Griffin, Yeatman & Co. On the contrary, the bill shows, that the slock in trade purchased by the last partnership was paid for, that their collecting agency was.faithfully attended to, and the proceeds duly applied, they havipg collected all the debts, and paid over the money, pxcept.such as were desperate and could pot be collected.

It likewise appears that, after the dissolution of the second firm, by mutual consent, the complainant, by agreement of the parties, took possession of the books and papers of the firm, for the purpose of collecting the outstanding debts arid applying the money arising from them; that subsequently, with the consent of the parties, the 'said books and papers were put into the possession of J. D. Pratt. <fc Co.-, for the purpose of collecting the debts still outstanding and paying the proceeds over to the complainant, to reimburse him for advances made on account of the liabilities of the said firm of Griffin <fc Co.; which books apd papéis still remain in the hands of J. D. Pratt & Co, .

Demurrers to the bill were filed in White, et al., vs. White, and overruled by the court below; which decision was reversed by the Court of Appeals, and the bill dismissed. According to the principles there established we consider the present bill liable to objection for multifariousness, and that the court were wrong in overruling the demurrers; consequently, a reversal of their decision, and dismissal of the bill, must necessarily follow, but without prejudice and without costs.

Reversed and bill dismissed.