I dissent. Plaintiff advanced moneys to the Gold-Ross Company from time to time upon the understanding and agreement *725with defendant that the latter should pay to plaintiff one-half of the moneys advanced. The corporation was unsuccessful. It had no business, and on the 3d day of December, 1918, there was due and owing to plaintiff from defendant on account of his advances $1,773.10, for which defendant executed and delivered to plaintiff the note in suit. In addition to this note, plaintiff loaded to defendant on the 1st day of May, 1919, $100.
In July, 1918, these parties organized another corporation known as the North River Ship and Engine Corporation.
This company, like the former, was organized for speculative purposes, but there was no connection between the two corporations. Plaintiff likewise advanced money to the Ship and Engine Corporation for'rent, office expenses and salaries. In May, 1919, one Cohn undertook to finance the North River Company, upon the parties to this action together with the other stockholders of the company guaranteeing the repayment to him of the moneys advanced. This contract contained a statement of the obligations of the company at the time, which included the amount of plaintiff’s advances to it as $5,000.
The contract also contained among its provisions the following: “ It is further agreed that Mr. Louis Gold is to be released from all obligations from the contract of May 9th, 1919, heretofore mentioned. Mutual releases are to be exchanged between said Louis Gold and Lester Cohn, Louis Ross, Charles W. Held and John -Hartley, as individuals, and as stockholders and directors of the North River Ship & Engine Corp. and as co-guarantors to Lester Cohn under the contract heretofore mentioned dated May 9th, 1919.” Hpon the trial, plaintiff was permitted to give evidence tending to show that at the time of the purchase of defendant’s interest in the North River Ship and Engine Corporation, and the execution of the contract in evidence, there was no mention made of the individual liability of the defendant to plaintiff growing out of the advancements to the first company, on the theory that the contract was ambiguous and that oral evidence was admissible.
The object of the agreement which was executed in connection with the sale of the North River Ship and Engine Cor*726poration was to release the parties from the contract made with Cohn at the time of his entrance into the company, and it so recites. It was a part of the transaction for the purchase of the stock of the company. It seems to me perfectly clear that only claims arising out of the transactions in connection with the Ship and Engine Corporation were intended to be covered. It was established that the claim in suit arose out of an entirely different transaction. The evidence-in question did not vary the terms of the instrument. It merely explained to what those terms were intended to apply and as to what was actually the subject-matter of the agreement. The word “ individuals ” is qualified by the succeeding words “ and as stockholders,” etc., and justifies the admission of the evidence in question. The object of the agreement was to settle the affairs of the parties with the Ship and Engine Corporation, and under the circumstances the word “ individuals ” introduced an ambiguity which it was proper to explain by parol evidence.
I must, therefore, vote for affirmance, with costs.