434 HIGH COURT OF CHANCERY.

for a settlement, and reserving the equities of the parties as to
the distribution of the net proceeds of sale. On the 21st Octo-
ber, 1845, after much proof had been taken, the special auditor
filed his report, in which he assumed, that the partnership was
insolvent in 1826, at the death of Hayes, and was closed at that
period, and not afterwards continued; and that the complain-
ant Mrs. Goodburn was entitled from that time to the 8th De-
cember, 1841, to interest on one-third of Samuel Hayes' inter-
est in the property, estimating its value by testimony taken un-
der ^he first commission. Various exceptions were taken to
this report, both by the complainants and the defendants, and
on the 19th January, 1846, the Chancellor (BLAND) passed the
following order;

"Ordered, that this case be, and the same is hereby again
referred to the said special auditor, with directions to restate
the accounts from the pleadings and proofs now in the case,
and froco such other proof as may be laid before him. It must
be recollected, that the persons of whom the partnership in the
proceedings mentioned, has been constituted, are to be consid-
ered as having been endowed with two separate legal capaci-
ties; first, with that of an associated conventional capacity as
a partnership; and, secondly, with that of a natural capacity
belonging to them as individuals. And that as the social arti-
ficial capacity of a partnership is entirely distinct from the nat-
ural capacity of each individual; and as each legal capacity
stands in all cases as a distinct person, these two capacities of
these parties must be carefully observed, and treated through-
out this case, as distinct persons in respect to all property be-
longing to the partnership, and so long as such property may
be so held, or be continued under the control of this court in
this suit. The accounts are to commence with the original for-
mation of the partnership, and to be brought down through all
its mutations, by any changes of the persons by whom it was
constituted, unto its final dissolution by the decree of the thirty-
first day of August, in the year eighteen-hundred and forty-one.
Tjbf partnership paight have been treated as having been termi-
nated by the death of Samuel Hayes, deceased; but his repre-