gagof, but also in permitting the mortgagor to use $2,000 of the money in hands of the bank, in payment .of a lien upon his homestead; thus practically withdrawing this sqm from the reach of other creditors, the payment being made when the bank knew that Porterfield was hopelessly insolvent. The most liberal construction of the doctrines announced in Hughes v. Cory WQuld not suffice to sustain the validity of this mortgage under the undisputed facts of the case, and it must therefore be declared void as against complainants. As the case involves other issues, and the rights of other parties, which are not. yet ready for a hearing, the decision. now made is confined simply to the question arising between complainants and the savings bank; and is to the effect that, as against complainants, the chattel mortgage held. hy the hank is invalid and void.
COBURN and'others v. CEDAR
LAND & CATTLE Co., Limited.
CEDAR VALLEY IiAND & CATTLE Co" Limited, v. COBUBN and others.
w: n. Hi8souri, w: n.
SETTLEMEliT-PEliDING LITIGATION-PRESUMPTION AS TO COMPLETENESS AND FINALITY.
Wherever parties are in litigation, antagonistic claims. and a settlement is proposed and accepted, it will be presumed that all matters in controvers)' in that litigation were included within the settlement, unless the contrary Clearly appears.
The evidence in this case reviewed at length. and held, that there has been a fuU settlement of all the matters in controversy. and that the several bills and cross-bills must be dismissed, each party paying his own costs.
In Equity. Bill and cross-bill. For a statement of the facts in this case, see 25 Fed. Rep. 791. Coburn & Ewing applied for a rehearing, see post, 586. Karnes IX EBB and J. G. Waters, for Coburn & Ewing. George W. McCrary and Adams t:t Field, for the Company. BREWEB, J. There have been two actions pending between these parties in each .of which both bill and cross-bill were filed. While thus negotiations for settlement were entered into, which have resulted in a settlement, and the question now presented is the extent of that settlement. After several propositions had been made by both parties, on the twenty-seventh of February, the cattle company sent to .Coburn & Ewing a letter in which all propositions of theirs were declined, and in which it was stated that "the only terms upon which the board can agree to compromise the claim of the com-
COBURN V. CEDAR VAl_LEY LAND & CATTLE CO.
follows:" This proposition was unconditionally accepted, pany are and its terms have been complied with by Coburn & Ewing. Now they insist that all that was settled was the claim of the company as presented in its pleadings, while their claims remain open and undisposed of. The company, on the other hand, insists that all the matters in. controversy, including all the claims of both parties presented in these two actions, were included in the settlement and are disposed of by the same. I think the company is right, and for these reasons: 1. Wherever parties are in litigation, having antagonistic claims, and a settlement is proposed and accepted, it will be presumed that all matters in controversy in that litigation are included within the settlement, unless the contrary clearly appears. 2. It ,is perfectly obvious that the cattle company intended by its proposition>tocover all the claims in controversy. It is true, in the letter it 'S8.ys "the claim of the company;" and in a narrow and technical sense that undoubtedly means simply its cause of action, and would not embrace any distinct cause of action in behalf of the adverse party. But it is not a strained or unnatural use of language to construe it as s.pplicable to the amount which the company claimed as the balance due after the adjustment and settlement of the respective claims of both parties. That such was the intent of thecompaony is obvious from a preceding paragraph of that letter in which the company uses this language:
"The board have under their very careful consideration Messrs. Karnes & Ess' letter, dated the twenty-sixth of January, 1886, containing twoalternative offers by Messrs. Coburn & Ewing for the settlement of the claims made by the Cedar 'Valley Land & Cattle Company upon them."
In this is seen it speaks of offers made for settlement of the claims of the company,claims made by the company upon Coburn & Ewing. Turning to the letter referred to, we find that it was in terms a proposition for settlement of the entire controversy, and including the claims of both parties. Thus, in its letter proposing this settlement, the company placed an unmistakable interpretation upon the expression "claim of the company." Further, immediately upon receipt of the letter accepting this proposition, counsel for the company wrote a letter, which was received by Coburn & Ewing, in which he stated, "of course it is understood that the settlement embraces all the matters involved in the pending litigation in the several suits between the parties." So not only is the intent of the company clear, but it is also clear that Coburn & Ewing had full notice of that intent. Now, a contract (and this settlement is nothing but a contract) implies the agreement of two minds as to certain matters. What the company intends is clear, and that Coburn & Ewing bad knowledge of that intent is equally clear. Of course, if they proceeded with the settlement with notice of what the
company meant by the terms used, they accepted the contract upon that basis. Further, on the. twenty-ninth of April, after the acceptance of this proposition of settlement, a bond was presented to Mr. Coburn which contained this language: .."In accordance with our letter of date February 27, 1886, aocepting terms of compromise between us." Not satisfied with this language,Mr. Coburn, it! his own hand-writing, interlined these words after the word "compromise," "of all pending litigation," which clearly shows that he understood that the settlement covered all the claims in controversy. ;Finally and chiefly, these actions were pending in a court of equity, and such a court will see that good faith and fair dealing are observed by both parties. After this proposition had been made and accepted, and before anything had been done except handing to counsel some certificates of stock, Coburn & Ewing were clearly notified of what th(:l company intended by this proposition. Much remained to be done; cattle were to be valued, counted, and delivered; it was an easy thing to hand back the c.ertificates of stock. ' ,If they were unwilling to accept the settletneJ;lt when informed what the company understood and int,ended by the proposition, it was their duty to say: the scope of your proposition. If you mean all say, we :did not accept it; we have, never come to any agreement." Inste""d that, after full notice they go on and comply with all the terms of .the proposition. It is too 1l1.te for them now to say: "We did not suppose that the proposition meant all that thecompariy now claims; we thought it meant only a settlement of half the case, and insist upon t'he right to prosecute the other half.'" , I think the parties are entitled to a decree, reciting that upon the evidence presented the court finds that there has' been a full settlement of all the matters in controversy, and ordering that the several bills and cross-bills be dismissed, each party paying its own costs.
& CATTLE Co.
w: D. Mt'88ouri, w:
D. November, 1886.)
EQUITy-SUPPLEMENTAL BILL-WHEN NECESSARY.
Matters transpiring after the tiling of the original bill or cross-bin In equity, changing or affectingthe issues, should be presented by supplemental bill. But where it appears that after the issues were joined the parties entered fnt0ll:n of and a having arisen as to the true meanulg and Intent of that agreement, the partIes appeared before the court. presented a petition for a decree, and submitted all the facts as fully and clearly as this. might have been done under a supplemental bill, no objection
SAHE-COHnOllISE-MATTERS OF FORM-ESTOPPEL.