¶1Upon the basis on which the referee put his decision, I think this judgment cannot he sustained. The assignment was made, executed and delivered, by Tunnicliff, on the 21st of October, 1850. It was signed by himself, and by him as attorney for his partner Stewart, and at the same time signed by the assignees, and accepted by them, and possession of all the assigned property taken by them immediately by virtue of the same. At the time of such execution, delivery and acceptance, Tunnicliff was solely entrusted with the possession of the partnership property, and the entire management of the partnership affairs ; and if he had not authority to convey such property to trustees, for the purpose of paying the partnership debts, he had the right to pay the creditors with it, and make such other disposition of the property as should be adapted to sub-serve the interest of the partnership.
¶2If the absence of Stewart in California, and his entire inability to assist in the management of the concerns of the partnership, and to assent to such transfer thereof as the exigencies of its affairs might demand, did not warrant Tunnicliff in making this assignment, absolutely, it did, I think, authorize the presumption that he was duly authorized to make it as attorney for his partner, until the contrary appears, as against all persons but his absent partner; and no one else, I think, could question the validity of the assignment. It was not void per se, but at most voidable at the election of Stewart. (Pierpont v. Graham, 4 Wash. C. C. R. 232.) On his return from California, he might affirm or disaffirm the assignment. He did, in fact, affirm it. On the 10th of January, 1851, he acknowledged its execution in due form, as executed by himself .; thereby distinctly affirming that it had been duly executed for him by Tunnicliff. He did not execute the assignment de novo. He acknowledged, and thereby ratified and confirmed it as then executed. This ratification related, necessarily, to the original execution of the instrument, and was the same, in legal effect, as if the assignment had, in *600fact, been executed by Tunnicliff at the time of its date, under the fullest and most ample power of attorney from his partner. (5 Hill, 107. Story on Agency, §§ 239, 244.) The deed was thus a valid and operative deed on and from the 21st of October, 1850. So far as Tunnicliff is concerned, and so far as he could make it valid, it was a complete and perfect deed immediately on its delivery to the assignees, after its execution by him and them. After such execution and delivery, Tunnicliff had no power over it to alter, amend, or vary its terms or provisions. It must stand as a perfect, consummated deed, entirely beyond his control from that time, and must be construed and carried into effect according to its terms, like all other instruments in writing. This view, in respect to the execution and force of the assignment, negatives, entirely, the theory upon which the referee founded his report, and upon which this judgment stands. The assignment must speak for itself. Parol proof was admissible, and is always admissible, to show the extrinsic facts to which the provisions in a written instrument relate, and to aid in its interpretation. Such interpretation must always be made in view of the surrounding facts as they existed at the time; but parol proof can have no father effect or operation. The deed must be construed by its own terms, and its provisions applied to such existing facts. Schedule “A” of the assignment contains a provision for the payment of one note to Edgar Sheldon of about $634.84. It appears in proof, that the plaintiff had a note against Stewart & Tunnicliff for $600, and an account of $600 and upwards. In the statement made out by Tunnicliff for the attorney who drew the assignment, the claims of the plaintiff were stated thus :
“Note to Edgar Sheldon,......$634.84
Account to “ “ ....... 700.00”
¶3The provision in the assignment will clearly cover this note. It will not apply to the account, because there was a note of about the requisite amount to satisfy the provision. The account, it appears, was liquidated on the 22d of October, by *601Tunnicliff and the plaintiff, and put into a note for $634.84. This note would precisely answer the description of the plaintiff’s debt in the assignment, but it was made the next day after the assignment was executed and delivered, and therefore cannot be considered in construing the assignment. It was not in existence when the assignment was made and became operative. The referee finds that this debt of $634.84 was marked and described, and its payment provided for, in said schedule “A,” annexed to the assignment. This finding is in conflict with the terms of the assignment, and is only sustainable upon the assumption that Tunnicliff had the right to alter the assignment before its confirmation by Stewart, and had therefore the right to give the $634.84 note to take the place of the $600 note held by the plaintiff, and to meet the precise description of the plaintiff’s note contained in schedule “ A.” This assumption we have shown to be erroneous, and the conclusion falls with it, necessarily. It may be that the plaintiff is entitled to have this schedule reformed, so as to include the account which he had against Stewart & Tunnicliff at the time of the assignment, in addition to the $600 note. But the complaint was not framed with such an aspect, and contains no prayer for such relief, and no point of that kind has ever been presented or discussed by counsel; and therefore I think we are hardly at liberty to take any such question into consideration. I think the judgment should be reversed, and a new trial granted, with costs to abide the event.
¶4Welles, Smith and Johnson, Justices.]
¶5Judgment accordingly.