Grant v. Bryant

Ames, J. We do not find in the written contract between these parties any such ambiguity as to justify the resort to paroi evidence to aid in its interpretation. The parties have reduced their contract to writing; and, according to one of the most familiar rules of evidence, we are bound to look to the writing for their contract. It is riot drawn with great care or skill, but there seems to be very little reason for pronouncing it unintelligible or even peculiarly difficult of interpretation. The articles indicate that the copartnership was expected to last for a term of five years, but either party had the right, at the close of the first year, to terminate it, by giving two months’ notice to his associate. The profits and losses, during the continuance of the copartnership, were to be divided equally, share and share alike; but Grant, for the first year only, guaranties to Bryant “ the [570] sum of ten thousand dollars towards such profits,” any losses &c., notwithstanding. The general control and management were to be intrusted to Bryant. Grant contributes seventy-five thousand dollars and Bryant ten thousand dollars, to constitute the capital of the firm. It seems to us impossible to put any other construction upon this guaranty than to view it as an assurance to Bryant of that sum as his profits of the first year “ notwithstanding losses to any extent.” It was a guaranty of ten thousand dollars’ profits to him for that year, apparently as a compensation for superior skill and experience in the business; and after the first year the rule as to profits and losses was to be an equal division. If the parties intended (as the defendant insists) nothing more than a guaranty that the joint profits of the first year should be ten thousand dollars, or that such an assumption should be the basis of their settlement, they would have expressed themselves very differently. If this were the true construction, each party would have a right to take out of the joint fund five thousand dollars as profits, whether there were any profits or not. We cannot so view it. In our judgment, it is plainly a guaranty by Grant of a certain distinct sum of money which Bryant is to take as his profits. The rule adopted as to the compensation of the receiver was entirely correct. The court does not regulate the compensation of its officers upon the basis of a fixed commission upon the amount of money passing through their hands, but allows them such an amount as would be reasonable for the services required of and rendered by a person of ordinary ability, and competent for such duties and services. The receiver, therefore, is to retain, out of the funds in his hands, one thousand dollars as his compensation; Bryant is entitled to ten thousand dollarsthe remainder is to be divided between the two parties according to their respective proportions; and neither party is to recover costs. Decree accordingly.