Joseph Story

“ Such an unlimited power over his whole assets by a person wholly unconnected with the administration of his estate could scarcely be presumed to be within the intention of any prudent testator. If to all these we add the manifest inconveniences of such an interpretation of the codicil, thus suspending for an indefinite time the settlement of the estate and the payment of the legacies, it is not too much to say that no court of justice ought upon principle to favor, much less to adopt it. ”

“ They expressly provide for an equal participation in the profits, and an equal burden in all losses; their legal effect is, to render liable the general estate of both parties, to the just claims of creditors, in the event of losses. Now if the partnership is continued in the same manner after the testator's death, by his express directions, as it existed before, must not his estate be liable to the demands of subsequent creditors? ”

“ This language is too plain for creditors to misunderstand or misinterpret, and if under such circumstances they trust the partnership, which finally proves insolvent, they have no right to look to the general assets of the testator, for he has only pledged so much for the partnership engagements, of which the creditors had due notice, and if they suffer, it is the result of their own imprudence. The distinction is plain and obvious: one is a general partnership, wherein the separate estate of each party is liable ”

“ If I am not bound by decision, the convenience of mankind requires me to hold, that the creditors of the trade, as such, have not a claim against the distributed assets, in the hands of third persons under the direction of the same will which has authorized the trade to be carried on for the benefit of other persons. ”

“ Cawood is certainly liable because he contracted the debt. Have we mistaken our remedy against him? We call upon him to account, which is a matter peculiarly appropriate to equity. If the bill is good against him alone, it ought not to have been dismissed.
A partnership can go on by will. 7 Pet., 594; 11 Serg. & R., (Pa.) , 41.
Story on Partnership, sects. 195, 196. If it is restricted or limited, the burden of proving it is on the other side.
In Ex parte Garland there was a limited sum left for the use of the firm. ”

“ Assuming, then, that he well understood the technical meaning of 'residuary legatee,' then Mr. West should not have been made a party-and touching the construction of wills, we find in the great case of Thelluson and Woodford, 4 Ves., 329, that the Master of the Rolls, when deciding upon that case, makes, among others, these remarks: 'The intention is to be collected from the whole will taken together. Every word is to have its effect. Every word is to be taken according to the natural and common import ”

“ Myl. & K., 116, is like the case in Maddock. As to the case in 7 Cow., (N. Y.) , 312, limited partnerships are recognised in that state.
Mr. Justice STORY delivered the opinion of the court.
This is an appeal from a decree of the Circuit Court of the United States for the District of Columbia, sitting in equity in the county of Alexandria. ”

“ Talbot) , 157; 2 Atk., 37; 3 P. Wms., 295; 1 Wils., 333; 2 Vern., 690; Preston on Estates, 90 et seq. 1st Am. ed.; 6 Com. Law Rep., 191; 1 Johns. (N. Y.) , Ch., 494; 3 Cranch, 97; 1 Wash., 96; 3 Rand., 280. ”