47 N.Y.S. 475 | N.Y. Sup. Ct. | 1897
On May 12, 1894, the plaintiff, defendant and one. Hazen entered into articles of copartnership for the carrying on the business of manufacturing and selling “ vermouth ” and other cordials. -Scott and Hazen contributed the stock, fixtures and good will of the business theretofore carried on by them, and plaintiff agreed to contribute $2,500, of which $2,000 was to be paid 'at once, and $500 when required. The agreement contained a special provision that plaintiff might withdraw from the firm by giving his partners five months’ written notice of his intention so to do, at the end of which time he was to receive a return “from the partnership ” of the capital contributed. This means a return from Scott, and. Hazen to whom- the money was given. The purp'osé is manifest throughout, that five months after the plaintiff elected to retire from the firm, h‘e was to be restored to the condition he occupied before he entered it, and this intention of the parties, gathered from their writings, acts and conduct, must, as between them, be regarded ■ in construing the contract. 5 Wait’s Act. & Def. 114, 115; 2 Pars. Cont. (6th ed.) 494. Even if the language of the promisors might be understood in more senses than one, it is to be interpreted in the sense in which they had reason to suppose it Was; understood
Ordered accordingly.