Williams v. E. P. Bosbyshell Co.

STURTEVANT, J.

The plaintiff commenced an action to obtain a judgment of declaratory relief. The defendants answered and the issues were tried before the court sitting without a jury. The trial court, made findings in favor of the plaintiff and from a judgment entered thereon the defendants have appealed and have brought up the judgment-roll.

The controversy between the parties arose over the proper interpretation of a written instrument which was in effect an assignment for the benefit of creditors. That document purported to be between the plaintiff as party of the first part and certain creditors. It purported to be signed by the plaintiff, the defendants, and the California Hardware Co., a corporation. The name of the latter corporation is printed among • the signatures “California Hardware Co., a corporation, By -.” Whether that name was written at the end of the written instrument by that corporation or was typed for the purpose of further authentication the record does not disclose. The contract on its face recites that the defendants were creditors to the extent of about $38,000, the California Hardware Co. was a creditor in the further sum of nearly $6,800, and twenty-six other companies were creditors in the further sum of about $8,500. Among other things, the instrument provided: “It is the purpose and intent of this agreement that first party shall cause to be transferred and conveyed to second parties and to such of the other creditors herein mentioned as may desire to participate herein, all of the assets, except accounts receivable, of the said corporations

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C. B. Williams & Sons Co. and Paul E. Williams y Cia and/or the capital stock of said corporations in consideration of a full release of the personal liability of himself and all other stockholders of said corporations from the aforesaid obligations of second parties and said participating creditors.” In his complaint the plaintiff alleged: “That a dispute has arisen between plaintiff and defendants regarding said contract, as follows: Plaintiff claims that said agreement shall be construed that the defendants should be and are obligated to hold him free and clear of any liability on account of any of the claims mentioned in said agreement.” In their answer the defendants alleged: “. . . that the paragraph of said agreement therein referred to is ambiguous and that the true purpose and intent of the parties to said' trust agreement was that plaintiff should be released and discharged only from his then existing liabilities to the creditors who participated in said agreement, including his liabilities to the defendants herein”. In the introduction to the findings there is a recital that oral and documentary evidence was introduced. As a conclusion of law the trial court found “. . . that the defendants herein and each of them be and they are required to release and discharge Paul E. Williams of all claims and liabilities on account of the indebtedness due to the following creditors of said O. B. Williams & Sons Co. and/or Paul E. Williams y Cia, said indebtedness being in the following amounts: (Here follows names of defendants and all other creditors hereinabove referred to) or that defendants pay any judgment that may be received by any of said creditors against plaintiff and/or Paul E. Williams y Cia and/or C. B. Williams & Sons Co.”