276 HIGH COURT OF CHANCERY.

after deducting the expenses of the business," &c., "is as com-
pensation for the services of the said Moses Potter in lieu of
clerk hire, and, further, that the said E. M. Kerr, is to sign all
bonds, notes, or other obligations for the payment of money, or
the performance of any contracts or any agreements necessary
to be entered into for the conducting of the said business," &c.
The bill stated that Potter was held out to the world as a part-
ner, and that the business was conducted in the name of E. M.
Kerr & Co., and that although he had not been treated as such
in the distribution of the funds, his being so represented to the
world, made him liable for the debts of the firm; which were
very considerable, as were also its resources, in debts due, and
merchandise on hand; that Kerr, in his individual capacity,
had incurred heavy responsibilities, and was applying the funds
of the concern to meet them; that attachments had been issued
against the effects of the firm by his individual creditors; and
that he had refused to account with him or to pay him his share of
the profits. The bill prayed for the appointment of a receiver;

the application of the funds, firstly to the payment of the joint
debts of the firm; for a dissolution of the partnership; an in-
junction to restrain the defendant from meddling with the funds,
or interfering with the receiver; and an account. The answer
denied that the complainant had ever been treated by the de-
fendant as a partner, either publicly or privately; and stated
that the name of E. M. Kerr & Co., under which he had con-
tinued to trade, was the name of an old firm, of which he had
been the active member, and was used by him as being well
known to the world; that his acts had not been such as to make
the complainant liable for the debts of the concern; and that
the complainant had appropriated to his own use, moneys re-
ceived by him on defendant's account, far exceeding what he
was entitled to under the agreement. An injunction was grant-
ed by the late Chancellor upon the filing of the bill, and the de-
fendant on putting in his answer, moved for its dissolution,
which motion was ordered to stand for hearing at December
term, 1846. The case was argued before the present Chan-
cellor, who delivered his opinion on the 11th January, 1847,