140 Mass. 549 | Mass. | 1886
This action was originally commenced by Samuel Osborn, Jr., one of the plaintiffs. After the trial of the case, Osborn moved to amend his writ by adding, as joint plaintiffs with him, Shubael L. Norton and Nathaniel M. Jernegan, which motion was allowed. The action then proceeded upon the allegation in their declaration, that the defendant owed the three plaintiffs $600, according to the account annexed, which was for twenty tons of iron rails at $30 per ton, giving credit for $400, paid to Norton and Jernegan.
The first question which arises is whether the contract made by the plaintiffs with the defendant was joint or several. The report finds that the three plaintiffs purchased twenty tons of iron rails in their own names, giving a promissory note, signed by the three, to the vendor therefor. In this purchase, there was no reference to any separate interest of the purchasers in the iron rails, and they became joint owners thereof. They then sold the rails to the defendant, malting no reservation of any single interest in any one of the vendors. The defendant promised jointly, not separately, to pay the three plaintiffs the pi-ice therefor. This contract was joint, the several payees having therein a joint interest, so that no one could sue for his proportion. When they jointly undertook to sell the rails in one mass to the defendant, they held themselves out to be joint owners, voluntarily assuming that relation to the property sold
The two plaintiffs Norton and Jernegan, in behalf of themselves and of Osborn, settled with the defendant for the amount due, in full payment and satisfaction of their demand, receiving as payment in part money and in part shares of stock in the defendant corporation. The plaintiff Osborn insists that he is not bound by this settlement; and that, in the name of the three vendors, he can recover in money that portion of the original indebtedness to which, as between himself and his associates, he was entitled.
The interest of the three plaintiffs in their joint claim against the defendant was such that each had an interest in the entire claim. One of them had not only an interest in the third which might be his share,, but also in the two thirds belonging to the others. It has been settled in this action that one cannot maintain an action for his share; the three must join in the suit, because each one has a joint interest in the entire amount due them, and in every part thereof. Osborn is debarred from-bringing suit for his third part, because Norton and Jernegan own that third as fully as does Osborn. Each having such an interest in the debt due, one being unable to sue for the whole or his share thereof, it follows that each one, being interested in the entire claim, can settle it with the defendant. Each of the three, by the manner of their dealing with the defendant and with the property, has effectually authorized his partners in the contract to dispose of his interest by payment, settlement, or accord and satisfaction, and to release the defendant from its obligation under the contract. 1 Pars. Cont. 25.
In this case, there was no formal release by writing under seal. The plaintiffs Norton and Jernegan, upon the settlement, “ gave to the defendant a receipted bill of the demand for the price of the rails and interest.*’’ The delivery of the shares of stock by the defendant to the plaintiffs, and the payment of the
In this case, fraud is not set up, nor is there any suggestion of fraud in the transaction. The settlement was in effect an accord and satisfaction, which operates as a release. Wallace v. Kelsall, 7 M. & W. 264, 272.
The settlement made by Norton and Jernegan with the defendant released the defendant from further liability upon its contract with the plaintiffs, and the action cannot be maintained. By the terms of the report, there must be
Judgment for the defendant.
