Year: 1861

Decisions of the Supreme Court of the


state of Tennessee at Nashville, De.


cember Term, 1850.


Woodward vs.. Winfrey.


This bill was filed on the 9th Of September, 1858.
for an account and final settlement of partnership
which had previously existed between the complain
ant and defendant.


After the cause had been pending for some time,
namely the 10th day Of February, 1860, the par
ties through the Intervention Of mutual friends,
made an adjustment between themselves, which was
reduced to writing, signed and sealed by them re-
spectively the terms of which, by the agreement,
to be made the decree of the Court in the pend
ing suit.


From the face OF the paper, the adjustment was 8
compromise of all the matters noo IN dispute bet'Oss'a
the parties"


By the terms of the instrument of compromise, y
Winfrey was to pay Woodward all the money that
the latter had paid out for the firm since the fling
of the BILL which amounted to $l2l929 and the ad~
ditional sum, with interest, of S5I0.l7. Woodward
his part, agreed to relinQush to said Wlnfrey all
his right title claim and interestto to the books, notes
and all assets belonging to the firm ~ and in consd
GRAFTON thereof Winfrey agreed to pay all the out
standing debts against SAID firm, and to release
Woodward from all liabilities as partner in the
firm"


1t was further agreed, that Woodward should dis
miss his bill, and Winfrey pay the costs.


At the time of this compromise, !" Woodward's
individual account due to the firm stood unsettled
on the books, amounting to about the sum of 5 !.


At the ensuing term of the court, when the instru-
ment of " compromise was offered as the basis Of
the decree to be made in the cause, disagreement
sprung up between the parties as to whether the
individual account of Woodward, above mentioned,
was ertinguished by the adjustment made between
the parties before referred to or whether it re-
mained an existing liability, and passed to Winfrey
under and by force of Woodwards REIMBURSEMENT
"of all his right title claim and interest In and to
the books, notes. and all assets belonging to the
firm"


Upon this point proof was taken on the part of
Woodward which established beyond all doubt, that
it was the distinct agreement and understanding of
both parties, throughout the whole negotiation, and
at the time the instrument setting forth the terms
of adjustment, executed by them, that the debt
of Woodward TO the firm settled and extin-
guished, and was not TO pass under the transfer
to Winfrey


The Chancellor rejected this proof on the ground
that il was contradictory of the proper and legal
imports of the written Instrument executed by the
parties.


We are unable to concur with the Chancellor in
regard to the construction of the written in tru-
ment It's true, legal import, it seems to US, is
the reverse of that assumed in the decree


The object of the bill was full and final settle
ment of all the partnership matters.
The instrument upon Its face purported 10 De
compromise of all the matter now (then) in dis
pute between the parties" The paper must, there
fore be taken least pTH1u tdce evidence that
the results therein stated were the nal results OF
the ascertained rights of the respective partners,
based upon calculation or estimate comprehending
all matters connected with or arising out of, the
whole partnership business, as well between the
partners themselves as between the firm and third
persons.


Such, we think, is the plain import of the written
instrument I; and such, ALSO is the presumption Of
law.


1t cannot be supposed that in an adjustment pro-
Tossing be full and final one, and so intended to
be- by both parties and brought about with much
pains and labor, that large and important an item
would have been overlooked ; and still less can it
be supposed that Winfrey would have agreed to pay
| Woodwar the sum of nearly 81 ,S00-and let de-
cree be rendered against him for it, without claim
ing an abatement of that amount to the extent of
| Woodward's account if it had been understood to
have been transferred to him and without once re-
| quring any explicit evidence whatever of such
| claim on Woodward This is not TO be believed.
In this view the case may be disposed Of without
noticing the question whether not the Chancellor
erred IN rejecting the proof offered, and we pass
| that question by.


| Decree reversed. MCKINNEY.
Correct copy, j. 2. CLARK, Clerk