Opinion,
Mr. Justice Green :Whatever might have been the effect of an unlimited covenant by Miles and Maccrum to pay the indebtedness of the Charlotte Furnace Company, it is manifest that their engagement by the contract in question in this cause was not of that character. The obligation of Miles and Maccrum in this regard is a part of the transfer by the other parties of their interest in the assets of the furnace company, and is introduced in the form of a condition, thus: “ Subject to the payment by said parties of the second part of the indebtedness of the Charlotte Furnace Company amounting to the sum of $73,385.66.” Upon the plain meaning of this language, the duty of Miles and Maccrum has been discharged when they have paid the indebtedness of the furnace company to the extent of $73,385.66. *297This they have done, but it is claimed by the plaintiffs, who are the other parties to the contract, that they are liable to make a further payment by force of the operative words above recited. The argument in support of this contention is founded upon the proposition that the legal obligation which was enforced against the plaintiffs was a debt of the furnace company and is therefore included within the true meaning of the word, indebtedness. In reply to this the defendant contends that the enforced obligation was a liability and not a debt in the technical sense of that word, and hence was not included in the necessary meaning of the word, indebtedness. To us it seems immaterial in which of these senses the obligation to compensate llawlinson for his injuries is regarded, because the undertaking of Miles and Maecrum to pay money vicariously for the Charlotte Furnace Company is limited by the sum of $73,885.66. When they have paid that amount they have paid to the full measure of their covenant, and beyond that there is no undertaking. Such is the plain meaning of the words of the contract, and we are not at liberty to give them any other.
It may be, and probably is the fact, that the liability to Kawlinson was overlooked and not thought of when the agreement was made, but that is of no consequence when considering the language of the written stipulation. It must be enforced by the courts according to the terms used by the parties. There is no ambiguity that needs explanation, and the words employed must receive their literal interpretation. This being so it follows that all the persons who were partners in the Charlotte Furnace Company when Rawlinson was injured, are alike liable according to the terms of their copartnership, and only the proportionate share which the defendant is liable for can be recovered from him. We decide nothing as to the propriety of the present form of action for that recovery, as that question is not before us.
Judgment reversed, and a venire facias de novo awarded.