CAPE SABLE COMPANY'S CASE.—3 BLAND. 631

aforesaid sum of $17,000, upon any principle which will not render
the said Lechleitner equally liable for all other debts of the com-
pany.

And as it may be inferred from the instructions in obedience to
which the present account is stated, that the auditor's opinions,
expressed in his former report, are misunderstood, he begs leave to
submit the following remarks in explanation.

The opinion is still entertained, that the agreement of the 25th
of September, 1813, made the said Philip G. Lechleitner and
*Gerard Troost, co-partners with the said Richard Caton
and others; and with the Cape Sable Company since its in- 654
corporation; and as such their claims for capital on additional ad-
vances, should be postponed to the claims of the mere creditors of
the company. And, as a consequence, the said Lechleitner and
Troost are personally liable for all contracts and engagements en-
tered into by the company in furtherance of the objects of the as-
sociation.

The auditor distinguished the claims of the said Lechleitner and .
Troost for capital from their claims for additional advances, be-
cause the distinction was made by the said Lechleituer in his own
statements; and was recognized by the books of the company. But
the agreement of the 25th of September, 1813, to which the auditor
referred, converts all advances of the said Lechleitner and Troost,
until profits were made sufficient to meet disbursements, into capi-
tal, and provides for their reimbursements as capital. The aforesaid
claims are therefore to be treated as the claims of copartners for
capital advanced to the common stock.

The aforesaid agreement provides for a distribution of partner-
ship property in the event of a dissolution; which was operated by
a decree in this case. But as, in the auditor's opinion, the concern
is insolvent and inadequate to the payment of debts, the auditor
supposed it was unnecessary to attempt an adjustment of the
claims of the partners. The claim of P. G. Lechleitner was
stated, because it was filed and insisted on as a claim of a creditor.
The auditor's report was intended to exhibit the facts on which
the claim was founded, and the equities which might be supposed
to arise thereout, considered as the claim of a creditor. But the
auditor submits, that his said report does not admit the said Lech-
leitner as a creditor to any amount whatever.

Alter which, on the application of the defendant Oliver, it was,
on the 9th of May, 1832, ordered, that the auditor's reports and
the exceptions thereto stand for hearing on the 8th of June follow-
ing; provided a copy of the ordei be served on the exceptants, or
their solicitors, on or before the 20th instant. And copies having
been served accordingly, the matter was afterwards brought before
the Court.