MoKIM v. THOMPSON.—1 BLAND. 163

BLAND, C., 24th January, 1827.—Ordered, that this case be
and the same is hereby referred to the award and arbitrament of
David B. Ogden and Francis S. Key; and if they differ, to choose
a third person, and the award of any two, when filed, to be entered
as a decree of this Court, according to the terms of the aforegoing
agreement.

After which the arbitrators made and filed the following award:

"This cause having been, by the agreement of the parties, and
the order of the Chancellor, referred to us, we have examined the
record and considered the statements of both parties; and do
thereupon make the following award:

" The controversy submitted to our decision by the parties in
this case depends upon the construction to be given to the contract
of the 8th of January, 1811, between Heyland and Thompson.
The preceding contract oi' 20th November. 1810, and the letter of
John Bell to Heyland, which produced it. the letters of Hugh
Thompson, and the other evidences of his acts and declarations
subsequent to the contract, have been considered by us.

" We are of opinion, that the construction of the contract, which
the complainants adopt as the ground of their claim, cannot be
sustained. We think it was intended to '' assign " to Thompson,
to secure him for his liability for the Bells, whatever Heyland
owed, or should owe to the Bells, for the acceptances they had
paid, or should pay for Heyland; that it was meant by the parties,
that the full amount of the acceptances made by the Bells for
Heyland, should be paid, under that contract, by Heyland to
Thompson; and that Thompson should apply what was thus paid,
as far as those acceptances should be met by the Bells, to secure
himself to that amount, and as far as they were not paid by the
Bells, to pay them. Thus would Heyland's indemnity under the
contract be complete. What the Bells should pay he would be
clear of, by the payment, which * they directed to Thomp-
son; what the Bells should not pay, Thompson, out of the 176
funds received from him, was to pay.

"What Thompson received under this contract from Heyland was
£8,889 5s. 4d., and his engagement was to indemnify Heyland
from claims by the Bells, or the bill holders, ' to an amount equal
to the sum which might be paid over to the said Thompson by
virtue of said arrangement.' We therefore consider, that if it
appears, that the Bells paid on account oi' those acceptances, an
amount equal to the sum received by Thompson from Heyland;
and if it further appears, that Thompson is liable for, or has paid,
on account of his engagements for the Bells, an amount equal to
what he has received from Heyland, he has complied with the con-
tract.