166 McKIM v. THOMPSON.

pay to Thompson, the amount of the aforesaid acceptances in the
same manner as if U 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 Thompson should
indemnify Heyland, to the amount paid into Thompson's hands by
Heyland, against all demands that might be rightfully made against
him on account of those acceptances, either by the Bells, or by the
holders of them.

By this deed Heyland does, most clearly and distinctly, give us
to understand, that it was his intention to pay all those of his
creditors in whose favour he had drawn bills on the Bells. For,
with what other possible view could he have stipulated to account
with Thompson for the whole amount of the bills, as if they had
been actually paid by the Bells ? And with what other understand-
ing was the covenant entered into for an indemnity against all those
creditors? It is most manifest, therefore, that Heyland placed this
fund in the hands of Thompson for the use of that class of his, Hey-
land's creditors, the bill holders, whoever they might be.

But, it is alleged that Thompson has a title to at least a share
of this fund as the assignee of the Bells; and this, it is said, is
proved by the recital in this deed, in which it is acknowledged, that
the Bells "had transferred and made over all the amount due by
the said Heyland for goods which the said house of William & John
Bell & Co. accepted to pay on his account to Hugh Thompson;"
and also by the express stipulation, by which Heyland bound him-
self to Thompson for such balance as might be found due from him,
Heyland, to the Bells, on account of those transactions, or other-
wise, to the time of executing that deed.

This position may, perhaps, be more clearly and strongly pre-
sented in another form, thus: Heyland stands indebted to sundry
persons in the sum, suppose for example, of $16,000, for the
payment of which the Bells are his sureties; and, as such, they
have paid for him $4,000, and consequently stand in the place of
his creditors to that amount. But this claim of the Bells, having
been assigned by them to Thompson, he has, thus circuitously,
become a creditor of Heyland to the amount of that $4,000, part
of the original debt of $16,000. Now, says the defendant's counsel,
Thompson must be allowed to retain at least one-fourth of the fund
which has been placed in his hands for the payment of the whole
$16,000, since he, in feet, stands in the place of the original
creditors to one-fourth of that whole amount.