10 rnnnmn nnromnn.
partnership debts. If the case were one of jointjtenancy of lands, ,
there could he no doubt that the vendee of one of the joint tenants `
might maintain a bill for partition, notwithstanding there were unpaid
debts which were chargeable to the joint tenancy. The same rule
would apply to a joint tenancy of personal property, if the property
itself were divisible. Unless it can be said that the interest of a
partnership after dissolution is a mere right to an accounting, then
the complainant stands in the position of a vendee of personal prop-
erty, with a right to sue in this court, which the vendor might not
have. Defendants' argument presupposes that defendant Phelps is
_ bound atall events to account for and pay over the value of the
stock remaining on hand after the paymentof the debts; but I appre-
hend that his duty to the complainant would be discharged by tender-
ing him a moiety of the stock remaining on hand, in specie, after
such payment.
If, in the course of winding up the partnership affairs, a sale of
the stock is had, it is only because it is a more convenient way of
paying the debts and ascertaining the value of the surplus. But if,
for instance, the Erm were dealers in grain, and their entire stock in
trade consists of 100,000 bushels of wheat, and there were no debts,
it seems to Imc entirely clear that, upon a dissolution, the court would
have theipower to direct the wheat to be divided equally between
the partners. Such, we think, is the proper deduction f1·om the case
of Clagett v..K£Lbom·ne. 1·Black, 340. The facts inthis case, that the
{ partnership assets consist of crockery and accounts, and that the en-
tire stock inthe store, as well as Geiger’s interest in it, are subject
to chattel mortgages, as well as other partnership debts, do not affect
the principle. Possibly, if the entire assets consisted of claims and
accounts, a diiferent result would follow; but it is not necessary to
express an opinion upon this question. We think the complainant is
correct in his position that he took by hispurchase an interest in the
partnership property itself, and that his right to an accounting is in-
cidental and subsidiary thereto. r _
As there seems to be no doubt that Phelps is insolvent, and re-
fuses to allow complainant to participate in the winding up of the
partnership, and denies his interest in the property, I think it a case
for an injunction and the appointment of a receiver.