Opinion of the Court.

that is, $2131.94, and the costs of this suit to be taxed, with interest thereon from the date of the decree. It is suggested that the above result was reached in this wise: According to the report of the master the total liabilities of the Union Fish Company were $18,168.09-to Burns & Co., $3733.87, and to Rosenstein Bros., $14,434.22. From this sum of $18,168.09 deduct the assets, that is, the money in court, $3733.40, and the balance of such liabilities was $14,434.69, which was the net loss of the partnership. Charge three-eighths of this net loss to Burns & Co., and deduct from such amount the liabilities of the company to them, there remained the sum of $1679.14.

From the above decree the defendants prayed and were allowed an appeal to this court.

Mr. Eugene J. Hadley and Mr. Benjamin F. Butler for appellants.

Mr. William F. Slocum for appellees.

MR. JUSTICE HARLAN delivered the opinion of the court.

The special master reported that there was no sufficient evidence to establish misconduct or negligence upon the part either of the plaintiffs or of the defendants. This report having been confirmed, it is assigned for error that the court below did not dismiss the bill; and, that if a case was made for the dissolution of the partnership, it was error to proceed in the distribution of the assets without decreeing such dissolution. The consent of the defendants to a dissolution of the partnership, as shown by their answer, made it unnecessary for the plaintiffs to make proof of the special grounds set out in their bill for such dissolution, and authorized the court to proceed in the settlement of the accounts of the partners, and the distribution of the assets. And the fact that there was no formal decree of dissolution is immaterial in view of the pleadings, and the assent of the parties to a decree winding up the affairs of the partnership, and distributing its property.

It is also assigned for error that the court below erred in

Opinion of the Court.

acting upon the master's interpretation of certain articles of the partnership contract as a valid part of his report; in construing the partnership contract as requiring losses of capital to be borne by the partners in the same proportion in which the contract provided for the distribution of net profits; in decreeing that any part of the capital put in by the appellees and not paid back by the assets should be paid by the appellants, and that the appellants should be paid back neither from the assets nor by the appellees for any part of the capital put in by them; and in not decreeing priority of payment, in respect of advances found by the master to have been made by J. J. Burns & Co., to the Union Fish Company, next after payment of the debts and liabilities due from that company to outside creditors.

These questions are not open to appellants in this court. The decree below followed the report of the special master. And that report was based, in part, upon statements drawn from the books of the parties by the accountants selected by them respectively. Those statements contained the undisputed and disputed items in separate columns. The defendants did not file with the master or in court any exceptions to the report. If the statements by the accountants, or the report of the special master, were based upon any particular interpretation of the articles of partnership that was prejudicial to the defendants, it was their right to file exceptions to the report. The master was directed to report all issues of fact made by the pleadings, and to take an account of the dealings and transactions between the parties, and all claims for damages arising out of said transactions. He could not intelligently discharge that duty without adopting some theory as to the scope and effect of the partnership agreement. If he went beyond the order of reference, or if the account taken by him involved a misconception of the provisions of that agreement, the defendants should have brought those matters to the attention of the court by exceptions to the report. Having failed to do this, they cannot, in this court, for the first time, object that the master proceeded upon erroneous views as to the contract between the parties. Equity Rule 83; Brockett v.

Opinion of the Court.

Brockett, 3 How. 692; McMicken v. Perrin, 18 How. 504, 506; Story v. Livingston, 13 Pet. 359, 366; Medsker v. Bonebrake, 108 U. S. 66, 71.

After the decree below there was a report by the clerk as to the taxation of costs. The parties having been heard in respect thereto, an order was made allowing costs to the plaintiffs to the amount of $973.34. The report shows that the plaintiffs claimed a certain amount for expenses connected with the preservation and keeping of the personal property (not including the vessels) attached on the writ. The court disallowed five-eighths of that sum. The only objection urged in this court to the taxation of costs was the allowance of any sum whatever to plaintiffs for the preservation of the attached property. This objection cannot be sustained. It was said in Trustees v. Greenough, 105 U. S. 527, that "ordinarily a decree will not be reviewed in this court for costs merely in a suit in equity, although the court has entire control of costs as well as the merits where it has possession of the case on appeal from final decree." There is nothing in the record to take the present case out of the general rule. The allegations of the original bill justified the issuing of the attachment. It was right that the property taken under it should be cared for, and as the court found that the plaintiffs were entitled to a decree against the defendants, a judgment for costs properly followed; and we perceive no reason why the plaintiffs should not have been allowed, as part of their costs, a reasonable amount for the expenses incurred in preserving the attached property, and for which they became primarily liable to the officer keeping it. We cannot say, upon the record before us, that the court below exceeded its discretion in apportioning the expenses thus incurred.

Decree affirmed.

Syllabus.

RANDOLPH'S EXECUTOR v. QUIDNICK COMPANY.

APPEAL FROM THE CIRCUIT COURT OF THE UNITED STATES FOR

THE DISTRICT OF RHODE ISLAND.

No. 213. Argued March 13, 14, 1890. - Decided April 14, 1890.

A court of equity will not lend its aid to enforce a sale of property under
execution where the disproportion between the value of the property
sold and the sum paid for it is so great as to shock the conscience.
Where a debtor, having large and scattered properties and being much
embarrassed, transfers his property for the benefit of his creditors
equally, equity requires that any creditor who is not satisfied with the
provisions of such transfer should act promptly in challenge thereof,
or else be adjudged to have waived any right of challenge.
When the highest courts of two States arrive at different conclusions
respecting the validity of an assignment by an insolvent debtor of all
his property for the benefit of creditors, this court is inclined in matters
of doubt, to give the preference to the ruling of the court of the State
in which the insolvent resided, where the conveyance was executed, and
where the bulk of the property is situated.

S., a citizen of Rhode Island engaged in business there, with large prop-
erties in that State and with property in Connecticut, being embarrassed,
made an assignment in 1873 of all his property for the benefit of his
creditors; which assignment, being assailed in the courts of each State,
was upheld by the Supreme Court of Rhode Island as to the property
there, and invalidated by the Supreme Court of Connecticut as to the
property there. Meanwhile in the execution of its provisions, large
transactions took place and extensive rights were created, In 1875 a
creditor commenced suit against S., and in 1882, attached in that action
property of the value of $500,000 which had belonged to S. before the
assignment, and having obtained execution, levied upon it and sold it
under execution for the sum of $275. The purchaser filed a bill in
equity to enforce the purchase; Held,

(1) That the disproportion between the sum paid and the value of the property purchased was too great to warrant a court of equity in enforcing the purchase;

(2) That the long delay in attacking a transfer under which great rights had been acquired by other creditors, justified a court of equity in refusing to lend its aid to the attack;

(3) That if it were necessary, (which it was not,) to decide whether the assignment was or was not valid beyond challenge, the court would incline to give preference in matter of doubt to the ruling of the Supreme Court of Rhode Island, where S. resided, when the conveyance was executed, and where the bulk of the property was situated.

Opinion of the Court.

IN EQUITY. Decree dismissing the bill. The plaintiff appealed. The case is stated in the opinion.

Mr. Benjamin F. Butler and Mr. O. D. Barrett (with whom was Mr. A. B. Patton on the brief) for appellants.

Mr. William L. Putnam and Mr. Joseph C. Ely (with whom were Mr. C. Frank Parkhurst, Mr. Arthur L. Brown and Mr. Augustus S. Miller on the brief) for appellees.

MR. JUSTICE BREWER delivered the opinion of the court.

On August 2, 1883, Evan Randolph, the testator of complainants, filed his bill in equity in the Circuit Court of the United States for the District of Rhode Island, for the purpose of establishing his title to 4022 shares of the capital stock of the Quidnick Company, claiming to have purchased these shares on execution sales in March, 1883, for $275. The Quidnick Company was a corporation organized under the laws of Rhode Island, in May, 1862, with a capital stock of $500,000, divided into 5000 shares. Prior to December 1, 1873, the corporation had purchased some of its own stock, so that there was then outstanding only 4349 shares, of which 327 were held by the estate of Edward Hoyt, deceased; and the remainder, being the 4022 shares in controversy, by Amasa, William, Fanny and Mary Sprague, and the A. & W. Sprague Manufacturing Company. At this time the Spragues, who were largely engaged in manufacturing and other business, became embarrassed, and executed the transfers hereinafter referred to, and which have become the source of much litigation. Notwithstanding the embarrassments of the Spragues, the Quidnick Company was entirely solvent, out of debt, and the owner of large properties. Its stock was valued, by a committee of the creditors of the Spragues at the time, at $374 a share; and the dividends which, in the winter after the filing of this bill, the stock was entitled to as the proceeds of the sale of property and otherwise, amounting to over half a million of dollars. In other words, these complainants are asking the