Sec 1037

The rules for the construction of releases are the same as those for the construction of other contractual documents;2 it being kept in mind that in a release, when a unilateral document, if there are two equally probable constructions, that telling most against the releasor will be adopted.3 But at the same time, when there are general terms followed by special, the special are to be taken as limiting the general.4 "It is now a general rule in construing releases, especially where the same instrument is to be executed by various persons standing in various relations, and having various kinds of claims and demands against the releasee, that general words, though the most broad and comprehensive, are to be limited to particular demands, where it manifestly appears by the consideration, by the recital, by the nature and circumstances of the particular demands, to one or more of which it is proposed to apply the release, that it was so intended to be limited by the parties. And, for the purpose of ascertaining that intent, every part of the instrument is to be considered."5 Where, for instance, a debtor covenanted with all his creditors to pay a designated composition, in consideration whereof the creditors released the debtor from all actions, debts, contracts, etc., it was held that the general words of the release were to be restrained by the general provisions of the deed.1 On the other hand, formal expressions of release are to be construed so as to bear solely on the specific items to be released.2 But, unless there be such special restraint, the general terms of the release will be held operative.3

Release to be construed according to intention.

1 Taylor, J., Ellis V. Esson, 50 Wis. 145, citing Lacy V. Kynaston, 2 Salk. 575; 1 Pars. on Cont. 28, note v; see supra, sec 831, 1033.

2 Supra, sec 627 et seq.

3 See supra, sec 670; Solly V. Forbes, 2 B. & B. 38; Morley V. Frear, 6 Bing. 547.

4 Supra, sec 664.

5 Shaw, C. J., Rich V. Lord, 18 Pick. 325, citing Payler V. Homersham, 4 M. & S. 423; Solly V. Forbes, 2 B. & B. 38; Jackson V. Stackhonse, 1 Cow. 126; and, to same general effect, see Tetley V. Wanless, L. R. 2 Ex. 21, 275; Bailey V. Bowen, L. R. 3 Q. B. 133; Latter V. White, L. R. 5 Q. B. 622; Leonard V. Bellows, 8 Vt. 79.

Sec 1038

As is elsewhere seen, a release by one joint promisor operates to discharge a debt;4 and a release of one debtor discharges all the debtors.5 - A release by a party holding a merely legal and formal ownership of a debt will not be permitted to affect a party beneficially interested, so far as concerns parties with notice, supposing that the release was made without the knowledge and assent of the party beneficially interested.6 But at law a release by a party beneficially interested will not bar a suit by the party holding the legal title.7 - After a debt has been assigned and notice of the assignment given to the debtor, the assignor loses the power of releasing it.8 - One partner will not be permitted, in fraud of his co-partners, to release a debt due the partnership as a set-off for a debt due by him individually; and a release based on such a consideration will not be permitted to stand in the way of a collection of the partnership debt.9

Release must be by proper parties.

1 Gresty V. Gibson, L. R. 1 Exch. 112.

2 Lyall V. Edwards, 6 H. & N. 337; Payler V. Homersham, 4 M. & S. 426; Hazelgrove V. House, L. R. 1 Q. B. 101; Dunbar V. Dunbar, 5 Gray, 103; Noble V. Kelly, 40 N. Y. 415.

3 Sherburne V. Goodwin, 44 N. H. 271; Rice V. Woods, 21 Pick. 30. In a composition deed, a general release is to be limited by the recital of the particular line of debts on which it is meant to operate. Hazelgrove V. House, L. R. 1 Q. B. 101; Gresty V. Gibson, L. R. 1 Ex. 112. A release of a debtor owing a separate debt, but owing also to the same creditor a partnership debt, will be held to apply to the separate debt. Kirk ex parte, L. R. 5 C. D. 800.

4 Supra, sec 821, 950, 998. 5 Supra, sec 831, 980, 998.

6 Crook V. Stephens, 5 Bing. N. C. 688; Howard V. Baillie, 2 H. Bl. 618; Herbert V. Pigott, 2 C. & M. 384; Mount Stephen V. Brooke, 1 Chit. 390; Barker V. Richardson, 1 Y. & J. 362; Mannings. Cox, 7 Moore, 617; Sprague V. Gillett, 9 Met. (Mass.) 91; Eastman V. Wright, 6 Pick. 323.

7 Quick V. Ludborrow, 3 Bulst. 29; Walmesley V. Cooper, 11 A. & E. 216; see Story on Cont. sec 1397 et seq.

8 Hackett V. Martin, 8 Greenl. 77; Matthews V. Houghton, 1 Fairf. 420; Eastman V. Wright, 6 Pick. 322; Frear V. Evertson, 20 Johns. 142; see supra, sec 844, 1021-5.

9 Gram V. Cadwell, 5 Cow. 489; see supra, sec 1028.