STEVENS, V. C.
Suit by George M. Rusling against Calvin E. Brodhead and another. Heard on demurrer to the bill.
R. V. Lindabury, for demurrants.
James P. Northrop and R. Floyd Clark, for complainant.
STEVENS, V. C. It appears by the bill that in June, 1894, Calvin E. Brodhead, Robert P. Brodhead, and Daniel C. Hickey were co-partners in business, and that as such they made the following agreement with complainant: "For and in consideration of the sum of one (1) dollar in hand received, the receipt of which is hereby acknowledged, we, Brodhead & Hickey, hereby agree to and do hereby sell and assign to Geo. M. Rusling, his heirs or assigns, a one-fourth interest in any and all of the net profits which may arise for the doing of the work under any contract which we may or shall obtain and accept from the Hudson River Railroad & Terminal Company, or their successors or assigns, for the building of a tunnel through Bergen Hill, near Edgewaiter, New Jersey, and any other work pertaining or belonging thereto. And the said Geo. M. Rusling hereby agrees to furnish his proportion of the capital necessary for carrying on the said work, up to the sum of fourand are legally accountable for them to the complainant, yet that, because certain other persons, who know nothing about the matter, and who cannot be brought into court, are not present, the complainant is remediless. None of the cases cited by complainant go to this length. They are cases in which it was held either that the presence of those interested, but not made parties, was indispensably necessary to the ascertainment of the merits, or cases—notably that of the leading case of Shields v. Barrow, 17 How. 130—in which manifest injustice would have been done to absent parties by a decree directly affecting their rights. The demurrer should be overruled.