dissenting. The complaint in this case set out an agreement made’ between all the parties to this action, by which it was agreed to engage in the purchase of stock to. a fixed amount, and in which agreement each party undertook to be responsible for a specific number of shares. A committee of four was named, who were to be managers of the stock, with certain powers conferred on them thereby.
It also avers the purchase of stocks, the payment by the plaintiff of the moneys for which he was responsible, and that the managers have violated the terms of the agreement on their part, and refuse to give the plaintiff any account of the transactions referred to, and he asks for such accounting.
The complaint concludes with a prayer for a general accounting among all the defendants, and a decree for contribution horn those who are found to be indebted.
There can be no doubt but that the plaintiff could state a good cause of action against the four managers, if they were the sole defendants. If they have stock that plaintiff has paid for, and they will neither give him the stock nor render an account, equity will compel one or both remedies.
But the complaint does not claim any damages from the managers as distinct from the other associates. It shows that these managers, who were also associates, and selected to take the management of carrying out the contract for all the associates, have not properly discharged their duties, but alleges they bought and.sold large *76amounts of stock, borrowed large sums of money, and paid large amounts of commissions, etc., and also alleges that such payments were unnecessary.
No claim is made against .the managers, except for an account of their transactions for the associates. The whole object of the complaint appears to be an accounting between the parties or associates generally, including, of course, the accounting of the managers, without which the general accounting could not take place, and also a decree for contribution between the respective partners, in order to carry out the terms of the original agreement.
The whole complaint contains but one cause of action, and is consistent with the avowed object, viz., a final accounting and settlement between all the associates. As such it is not bad, on demurrer. It may contain some allegations that are irrelevant or immaterial, which might be stricken out pn motion, but the insertion of such matters is not a good ground for demurrer.
It was said that all the associates should have been made plaintiffs, unless they refused. That would be so, if the object was to recover from the managers for the benefit of the partnership, but is not necessary where the sole object is to wind up the business and have a final settlement between them. In such a case any one of the associates may bring the action. The order appealed from should be affirmed.
Order reversed.