¶1By the Court,
¶2In tbis case it was unanimously resolved by tbe court:
¶31. That however it might have been at the common law, the agreement set forth in the complaint was not champertous under section 214, of the code, (Laws of 1856, chap. 120,) then in force, and which was in these words: “ All statutes establishing or regulating the costs or fees of attorneys, solicitors and counsel in civil actions, and all existing rules and provisions of law restricting or controlling the right of a party to agree with an attorney, solicitor or counsel for his compensation, are repealed; and hereafter the measure of such compensation shall be left to the agreement, express or implied, of the parties.”
¶42. That as between Mr. Carpenter and the plaintiff, the agreement was several in its nature, and the discharge of the plaintiff from retainer and employment in the suit was a breach for which the defendant became liable to the several action of the plaintiff. The language of that part of the agreement is, that the “ suit shall not be taken from the control of said Ryan and Carpenter, without the payment to each of them of the sum of fifteen thousand dollars.” Taken literally this would require the discharge of both in order to constitute a breach. But we are not confined to the strict letter nor the identical clause. We are to look to the whole agreement to ascertain the intention of the parties. In doing so, we find that the agreement is, in all other respects, several; and it becomes obvious that neither Mr. Ryan nor Mr. Carpenter would have entered into it, had they supposed that either could be discharged and the suit left to the sole management of the other, without the compensation fixed by the clause referred to.
¶53. That the fifteen thousand dollars is not a penalty, but a *66stipulated and reasonable sum to be paid in lieu of damages, of an uncertain and doubtful nature.
¶6The order of the county court, being in accordance with these resolutions, is affirmed.