Behlow

In April, 1889, William G.Long, Jacob A. Fischer, Edward C. Loftus, and Charles J. Behlow *212 formed a copartnership for the purpose of purchasing and working certain mining claims in Tuolumne county upon certain terms agreed upon between them, and thereafter acquired the mining properties contemplated by their agreement. September 1,1889, these four partners agreed among themselves to form a corporation under the laws of this state, with a capital stock of 60.000 shares, for the purpose of carrying on the business of the partnership under a corporate name, and agreed that, upon the organization of the corporation, they would divide 40,000 shares of the capital stock between themselves according to their respective interests in the partnership, and that the remaining 20,000 shares should be disposed of as the partnership should determine. In pursuance of this agreement a corporation was organized under the corporate name of The Consolidated Golden Gate and Sulphuret Mining and Development Company, and, on the 4th of September of that year, the copartners conveyed to it the aforesaid mining property; and of the 40,000 shares that the partners hg.d agreed to divide among…

The complaint is sufficient, and the demurrer was properly overruled. The case presented is stronger than the one shown in Shorb v. Beaudry, 56 Cal. 446 .

The action is one in equity for the dissolution of a copartnership, and an accounting between the copartners. All the parties are interested either in the copartnership or its assets. There is therefore no misjoinder of parties, either plaintiffs or defendants. (Pomeroy’s Equity Jurisprudence, secs. 113, 114.) The fact that there are several separate and independent acts of fraud charged does not militate against the right of the parties to an adjustment of the affairs of the copartnership in which they are all interested. As the legal title to the partnership property was in the corporation, the latter was a proper and a necessary party. (Reynolds v. Lincoln, 71 Cal. 183 .) We think it was proper, too, to include all the transactions under which the rights of the respective parties have accrued to one or all of plaintiffs, as against a part or all of the defendants, and growing out of partnership transactions, in order that, in closing *218 up the copartnership affairs, the court might do full and complete justice to each and…