Carlen v Drury

In the case of alleged misbehaviour, a special general meeting could be called by a committee of twelve partners who audited the accounts.

In the present Instance, there is not only nothing to prevent, but the very Terms of the Articles provide, that One Thousand Six Hundred Persons may eventually be interested in the Concern.

I agree with what has been urged for the Plaintiffs, that, if the Means of Redress, provided by the Parties themselves in the Articles, are not effectual, this Court will interfere.

They seem to have been aware of the Inconvenience, arising from the Number of Proprietors; and, as it was material for them to guard against Disputes, so likely to be generated under this Order of Things, Managers are provided; and that this might not be insufficient, Two annual Meetings are to be held.

In order to obtain that Interference a Case of Breach of Engagement, or Abuse of Trust, must be established to the perfect Satisfaction of the Court; that Persons will not according to their Duty attend to the Interest of the Concern.

I express no Opinion upon the Questions, whether this is a legal Partnership; and taking it to be so, whether the Plaintiffs can file a Bill for a Dissolution on behalf of near Three Hundred other Persons (Beaumont v Meredith, 3 V&B 180); observing merely the Difficulty, that must arise, if those other Persons wish the Partnership to be carried on; and, if the Society be answerable to the Managers, and bound to a Contribution to Losses, &c., whether any one can institute a Suit here without offering to contribute: but, confining myself to the Object of the present Motion, I think I cannot now interfere: the Plaintiffs having a Remedy in their own Hands, to which they have not resorted: desiring to be understood, not to repudiate the Jurisdiction; but that I will not interfere, before the Parties have tried that Jurisdiction, which the Articles have themselves provided.