McKIM v. THOMPSON. 175

on him. At the June term of 1825, of the Court of Appeals, the
defendant Thompson applied to that court for an order prohibiting
the Chancellor from proceeding pending the appeal, upon which
an order was passed and certified to the Court of Chancery accord-
ingly. As to which, see 6 H. & J. 321, 334.

The case having abated by the death of Thompson, the parties
filed an agreement in the Court of Chancery, under which Robert
Oliver, as executor of Thompson, appeared as a party in his stead;
and upon which the following order was passed.

24th January, 1827.—BLAND, Chancellor.—Ordered, that this
case be and the same is hereby referred to the award and arbitra-
ment 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 thef
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 made 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 January, 1811, between Heyland and Thompson. The
preceding contract of 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 accept-
ances 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