McKIM v. THOMPSON.

acknowledges he has received from Heyland, 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 hesitation 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 Thompson
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 transactions, or
otherwise, upon the fate of the bills being known, and a fair state-
ment 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 agreement.
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, Heyland is held bound to pay to
Thompson sack balance as might be found due from Heyland to the
Bells on account of those transactions, or otherwise, up to that
time; that Heyland will immediately proceed to account with and