Rice v. Woods ( 1838 )

Morton J.

delivered the opinion of the Court. The only ground of defence is, that the notes were discharged by the release contained in the. indenture of assignment. Three of the defendants, viz. Bancroft, Stimson and Stevens, as assignors, the persons named as assignees, and certain creditors of the former, were the parties to this instrument. By this, the -several creditors, who became parties to it, did “ remise, acquit, discharge and release unto the said Bancroft, Stimson and Stevens, and each of them, his heirs, executors and administrators, the several debts and sums of money, written opposite to their respective names, in the schedules hereto annexed, and all actions, claims and demands on account thereof, of every kind and nature whatsoever.” This release manifestly was intended to apply to the debts of Bancroft, Stirnson and Stevens. But the language is broad enough, in its natural import, to include debts which they might owe jointly or severally with other individuals, as well as debts due from themselves. And a release of a debt of one of several joint debtors, would undoubtedly discharge all of them.

But this release contains another important limitation. It is not a general discharge of all debts due from the assignors to these several creditors, but of certain debts specifically described — of “ the several debts and sums of money written opposite to their respective names ” and of all actions j &c. “ on account thereof.” It must therefore be understood to apply to the debts designated in the schedule, and to no others. If a creditor having several debts, had, against his name, clearly described one of them, the others would, of course, be excluded from the operation of the indenture. The only question, therefore, in the present case, is whether the notes, now in suit, are included in the debt set against the intestate’s name.

This must depend upon .the construction of the written instrument itself. We cannot look elsewhere for the intention of the parties. Here is no latent ambiguity which may be aided by the introduction of parol evidence. The proof, therefore, that the plaintiff’s intestate objected to signing the indenture because the sum named was not large enough to cover all his claims, was inadmissible. But if we were at liberty to go out of the instrument, we should find that the opinion of the assignees, that the present demands were not included, would countervail the opinion of the intestate that they were ; and both together illustrate the propriety and wisdom of the rule by which both are excluded. Deland v. Amesbury W. & C. Manuf. Co. 7 Pick. 244.

All external objects, however, to which the written agreement may apply or upon which it may operate, may and usually must be proved aliunde. Here is no description of the debt or of the obligation by which it was secured, nor of any other thing by which it might be identified, except the amount and the persons from whom it was due. The fact that the intestate had a debt due from the assignors for very nearly the amount named in the schedule, may legally be proved, and is of importance in determining the meaning of the release. If he had held no demand against them but the one evidenced by the notes in suit, doubtless, to give effect to the instrument, we should construe it to extend to this, notwithstanding the discrepancy in the amounts. Emerson et al. v. Knower, 8 Pick. 66.

But inasmuch as the plaintiff had a demand against the assignors corresponding in amount with the one mentioned in the schedule ; inasmuch as the addition of the sum now in suit, would swell it to nearly three times the amount; and inasmuch as the one was against the assignors and the other against them with another individual, and secured by notes signed by the name of a different firm, we cannot doubt that the one, and not both, was intended to be included in the release.

The improbability that the plaintiff, upon the assignment of the property of three, would have released his demands against four, and the circumstance that the debt released is described as due from the three, and not the four, confirm the above construction of the release.

If the plaintiff had claimed a dividend on the demand in suit, as well as the other, the assignees might well have said that these notes were not described in the schedule, and, in justice to the other creditors, they could not pay a dividend on three hundred dollars, when the amount named was only one hundred. The contract must be so construed as to be reciprocal in its operation. If the plaintiff would not be entitled to a dividend oa these notes, he should not be barred by the release.

The provision in the indenture for rectifying errors in the schedules, by the consent of one of each of the three contracting parties, can have no effect upon the construction of the instrument. If a debt was not originally included in the contract, a creditor would not be bound to introduce it; nor would the debtors, or the assignees, or the other creditors, be under obligation to admit it. In the exercise of this right, the assignees have refused to allow the claim in suit to be introduced ; so that the indenture must be construed without reference to this provision, which the assignees themselves have ejected.

To ascertain the intention of the parties, which always must govern in the construction of all contracts, we must look to the whole instrument, to all its provisions, and to such extrin.sic subjects, as it was intended to operate upon. And in this view we can entertain no doubt of the real meaning of the parties. Lyman, Judge, v. Clark, 9 Mass. R. 235. And in the examination of this subject, we are happy to find, that whether we adhere to a strict construction of the language, or regard more general, equitable considerations, we are brought tc the same conclusion.

Defendants defaulted.