¶1In 1870 the plaintiff and defendant, by articles of agreement, formed a copartnership to carry on the business of ship chandlers in the city of St. John, N. B., for the term of five years; the defendant putting into the business as capital four-*348thousand dollars and the plaintiff two thousand. The plaintiff was to carry on the business, with the advice and counsel of the defendant, and they were to share the profit and loss equally.
¶2On the 21st day of March, 1876, an agreement was drawn to extend aiid continue the copartnership one year from the first day of April, 1876, on the same terms and conditions contained in the original articles of agreement, with certain exceptions and reservations, among which is the following : “That the said Charles JEL Wright shall receive for each year by way of salary the sum of fifteen hundred dollars, and the profits of the business after that payment- shall be divided between us, the said Howard D. Troop and Charles H. Wright, share and share alike.” This agreement was signed by the plaintiff only. Hnder the clause above quoted the plaintiff brings and claims to maintain this action for $1125 for his services from April 1, 1876, to January 1, 1877.
¶3Assuming that the evidence is sufficient, as claimed by the plaintiff, to show that the defendant is bound by this agreement of March 21, 1876, we are of opinion that the plaintiff cannot maintain this action at law for his services, without showing a settlement of all the partnership affairs. By the terms of the agreement, the compensation to the plaintiff for his services was a charge against the copartnership. It was to come out of the assets of the firm. In a legal point of view it was the same as if the plaintiff had put into the concern as capital $1500 to'.be repaid at the end of the year, out of the partnership assets. In such case the plaintiff could not maintain a suit at law for the $1500 against his copartner, because it would be a debt against the firm of which he is a member. His remedy, is in equity for a settlement of the partnership affairs. Holyoke v. Mayo, 50 Maine, 385.
¶4But, passing this point, there appears to be another objection to the maintenance of this action.
¶5On the first day of January, i877, the plaintiff and defendant entered into an indenture, by which the plaintiff “granted, assigned and set over unto the defendant all his .right, title, interest, claim and demand of, in and to the said stock of goods, wares and mer*349chandise belonging to them, the said Charles H. Wright and Howard H. Troop, as copartners aforesaid” and also “all and singular such debts and sums of money as are owing to him, the said Charles II. Wright, severally or jointly, with said Howard D. Troop.” “Also all and singular bills, bonds, specialties and writings whatsoever, for, and concerning the said debts and the late copartnership between us!”
¶6In consideration of which the defendant covenanted and agreed to save the plaintiff harmless from all debts and liabilities of the copartnership. And the parties therein stipulated and agreed that the partnership be dissolved, and that the original articles of agreement therefor, and the agreement of March 21,1876, extending the same, “by their mutual consent and agreement have been cancelled.”
¶7On the same day the parties executed another indenture by which the defendant covenanted and agreed with the plaintiff to wind up the partnership affairs, and pay the partnership debts within six months, and account to him for one-half of the remaining assets, if any, as therein specified.
¶8If the plaintiff had any right of action for his services under the agreement of March 21, 1876, it was extinguished by his said transfer and assignment to the defendant, and the cancellation of that agreement. Wiggin v. Goodwin, 63 Maine, 389. Lesure v. Norris, 11 Cush. 328.
¶9After that his rights in the partnership assets were defined and secured to him by the second indenture of January 1, 1877, and whatever remedy he may have is upon the covenants in that agreement.
¶10Judgment for the defendant.