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

formed under the deed of the 25th of September, 1813; but it is a
corporation of a very peculiar and limited character. It cannot
dissolve itself, or dispose of or mortgage its property, or engage in
any other manufactory, except that of alum and copperas, without
the consent of three-fourths of the stockholders holding three-
fourths of the shares; whence it is evident, that it would be im-
practicable to introduce this body politic as a substitute for the
association constituted of Richard Catou, John Gibson and others,
and to place it in the same position which that association occu-
pied according to the terms of the contract between that associa-
tion and Lechleitner and Troost; Marquand v. The yew York
Manufacturing Company, 17 John. 525; and therefore the partner-
ship must be considered as having been dissolved on the 5th day
of April, 1819, when all the rights and interests of the association
were regularly transferred to the body politic.

There is no proof of any contract of partnership between Lech-
leitner and Troost, or either of them, and the Cape Sable Com-
pany, after that day; or of that company's ever having assumed
upon themselves the payment of any debt due from the association
to Lechleitner and Troost, or either of them; and consequently,
so much of these claims ah originated before the organization of
the Cape Sable Company; and which is not found on any express

or * implied contract with that company itself, must be re-

676 jected; and the auditor must be directed to restate the ac
counts of Lechleitner and Troost accordingly.

Whereupon it is ordered, that this case be and the same is
hereby referred to the auditor, with directions to state an account,
in which, after deducting the costs, the trustees' commissions and
expenses, as usual; and the claims heretofore ordered to be paid,
he will allow the claim No. 1 of Robert Oliver as a judgment credi-
tor entitled to a preference from the 26th of May, 1824; and
Charles Carroll's claims No. 2,3, 4 and 5, as on judgments entitled
to a preference from the 4th of June, 1824; he will then restate
the claim of Gerard Troost, No. 14; and also that of Philip G.
Lechleitner, No. 15 and 16, rejecting there from every portion of
them which arose prior to the 5th day of April, 1819; and which
is not founded on some express or implied contract with the Cape
Sable Company, and which as such may not then be sufficiently
authenticated. And these claims, if any such should be ascer-
tained to exist after being thus restricted, together with the claim
of Hugh Mullen, No. 9; of Eli Balderson, No. 11; of Mary Mul-

len, No. 12; and of Edme Ducatel & Sons, No. 13, are to be al-
lowed in due proportion of the residue of the proceeds of sale
after the preferred claims of Oliver and Carroll shall have been
satisfied according to their respective priorities. And he will re-
ject the claim of George Neilson, administrator of James Neilson,