154 MCKIM v. THOMPSON.—1 BLAND.

relative to Thompson's right and title to the money which he
165 * acknowledges he has received from Hey land, are as fully
before the Court now as they can be at any future stage of the case,
or at the final hearing. The only opening for any doubt or hesita-
tion is as to the true intent and meaning of those deeds. Let us
then consider them carefully.

By that of the 20th of November, 1810, it appears, Heyland had
become largely indebted to sundry persons for goods purchased of
them; that, to secure the payment of those debts, he had drawn
bills on the firm of William & John Bell & Co., which they had
accepted: who might, therefore, if they paid those bills, become
the creditors of Heyland, in place of those of whom he bought the
goods. After which the Bells transferred and made over this
eventual and uncertain claim of theirs upon Heyland, to Thomp-
son. In consideration of which, Heyland bound himself, by this
contract, to pay to Thompson such balance as might be found to be
due from him, Heyland, to the Bells, on account of those transac-
tions, or otherwise, upon the fate of the bills being known, and a
fair statement of accounts between Heyland and the Bells.

This seems to be the clear sense and substance of this first
agreement. From which it appears, that Thompson was put into
the place of the Bells: and, consequently, to the extent of their
claim upon Heyland, became his creditor: and, as such, had a
right to the funds which were placed in his hands under that agree-
ment. But it is doubtful, from the answer, whether Thompson ever
received any thing or not under this first agreement exclusively;
and, even supposing he had, the amount not being specified, the
Court could make no order on this motion respecting it.

It appears, however, that the sum specified in the Exhibit E,
and which is distinctly acknowledged to have been received, came
to Thompson's hands after the execution of the deed of the 8th of
January; and, consequently, must be controlled and regulated
according to that contract, and not the first deed of the 20th of
November. Hence it becomes necessary to proceed directly to the
consideration of the second agreement, dated on the 8th January,
1811.

This contract, after a recital nearly word for word the same, and
in sense entirely the same as the first, proceeds to declare, that, in
consideration of the premises, Hej'land is held bound to pay to
Thompson such balance as might be found due from Heyland to
the Bells on account of those transactions, or otherwise, up to that
time; that Heyland wdl immediately proceed to account with and
* pay to Thompson, the amount of the aforesaid acceptances
166 in the same manner as if it had been ascertained they had
been duly paid by the Bells; that on all those payments, Heyland
was to be allowed the current exchange; and, further, that Thomp-
son should indemnify Heyland, to the amount paid into Thompson's