The opinion of the Court was delivered by
Willard, A. J.This being an action by a partner against his copartners, upon the copartnership agreement, the usual course was the statement of the copartnership account, either at large or to the extent demanded by the nature of the plaintiff’s claim. It does not appear by the record that either party specifically demanded the taking of such an account. It seems to have been assumed that the right of the plaintiff to recover anything depended upon the construction proper to be put upon a statement made between the parties in January, 1871, by which the assets of the firm at that time are stated at §20,474.64. If this statement is to be regarded as a final accounting between the parties, then the plaintiff is entitled to recover something, to be ascertained. If, ■ on the other hand, it was intended as merely a rough estimate subject to correction, then the right of the plaintiff to recover must fail altogether.
The occasion of making the statement in question was a change of copartnership theretofore existing between the parties to this suit by the admission of a new member, who is not a party. It is evident in the face of the statement that it was intended as an estimate alone. Two of the most important items, viz., the stock and liabilities, are put in round numbers. The stock is stated at $20,000 and the liabilities at $17,000. In addition, the accounts due to the firm appear to be stated without deduction for bad or doubtful. The evidence does not contradict this inference, apparent on the face of the statement.
*442The Circuit Judge in stating that errors appearing in the partnership accounts could not be corrected after the lapse of a year has stated too broad a proposition, and one wholly inapplicable to the case. It does not appear to be a question of error in the statement in question. That statement appears to have been merely an approximate estimate made for the purpose of representing on the books of the new copartnership the assets of the old firm as capital stock to the new one. It was a matter of course that as these assets were realized by the new firm they should go on the books at the amount realized, and that the members of the old firm should be debited with any deficiency or credited with any excess of value realized over the estimated value. There was, therefore, no correction to be made of the amount credited to the old firm as capital stock on the books until the stock and accounts were finally disposed of, or until their actual value was ascertained in some other way. This does not appear to have been done.
The judgment of the Circuit Court must be set aside and an account taken, if either party demands it, to be conformed to this judgment.
Moses, C. J., and Willard, A. J., concurred.