Page:North Dakota Reports (vol. 1).pdf/82

 poration, the legal title as copartners, to the gas-plant, and the contract and franchise with the city, and all the property described in the pleadings, except the realty; that the copartnership contract is plain and unambiguous, and the parol evidence to explain its provisions must be disregarded; that the conveyance of the real estate by Griggs to the corporation was in pursuance of the contract of copartnership, and vested the title to said realty in the corporation; that the assignment made by Griggs and Eshelman to the corporation, made November 15, 1887, was made in compliance with the copartnership contract, and to carry the same into effect, and that by virtue of said assignment and said contract the corporation became the equitable owner of the property described; that the plaintiff was estopped from claiming as against said corporation any right or interest in said property, real or personal, except the right to 200 shares of stock upon payment of the same assessment, and performance of like conditions, as the other stockholders were required to keep and perform. If these conclusions are correct, the judgment must, of course, be affirmed.

Among other things, the copartnership contract provided that "the capital of said copartnership shall consist of $50,000—Alexander Griggs to furnish $5,000; Thomas Hennessy, $10,000; and J. S. Eshelman, $10,000; the remaining $25,000 to be held by Griggs, to be by him negotiated and raised to and from certain persons in St. Paul, Minn.” It is not just clear what was meant by negotiating partnership capital. Had the contract been speaking of corporation stock, it would be perfectly clear. But the parol evidence introduced did not tend in any manner to explain that portion of the contract. Hence such evidence was properly disregarded. This obscurity is largely swept away when we consider the other provisions of the contract, which provided that all profits of the copartnership should be divided pro rata according to the capital furnished and held by each member thereof, and that the stock of the corporation, which was to be formed “as soon as may be,” should “be held and divided among the parties hereto in the same proportion as the capital stock of said copartnership.” The purport of the language was to give the defendant Griggs control of the ma-