Page:North Dakota Reports (vol. 2).pdf/208

 fally and in detail to specify just how the assets, including the tangible effects and bills receivable, belonging to the firm, should be separated and divided between the partners; and also stipulating how the firm debts should be discharged, and also made provisions for collecting and disposing of the book accounts due the firm. It further appears that the parties, in pursuance of their agreement to dissolve, proceeded to take an account of stock, and to divide the merchandise, and place the bills receivable in the hands of the collector chosen by them; but for some reason not clearly apparent from the testimony, the terms of the original contract of dissolution were not fully carried out; and it further appears that defendant refused to carry out and complete the terms of the dissolution until she had first consulted counsel. After consulting counsel of her own selection a new contract of dissolution was entered into, which apparently covered and disposed of all the questions then pending and about which the partners were at loggerheads. This contract was in writing, signed by the parties and bears date the 20th day of September, 1886. There is neither allegation nor proof that either of: the said contracts of dissolution were entered into by the defendant under any duress, mistake of fact, or that the same was procured by any deceit or fraudulent practice whatsoever. In making the contracts of dissolution the parties dealt at arms length, and the defendant in the negotiations resulting in the written agreements to dissolve the concern, was constantly aided by the advice of her husband, who was her business manager, and who brought the final contract to her, and advised her to sign the same. Under such circumstances, the defendant’s claim that she was ignorant of the contents of the final agreement for dissolution is evidently unavailing as a legal defense, and such claim must be disregarded by this court, as was done by the referee and trial court. All differences complained of and which had arisen between the partners in their joint business venture had arisen and were in existence prior to the time when the parties entered into their final treaty of dissolution and settlement. All such differences, including defendant's claim for damages to her reputation as a merchant, and her claim arising