*393Denied May 16, 1916.
On Petition for Rehearing.
(157 Pac. 785.)
W. T. Muir, an attorney, who occupied a high position in the profession, entered the service of Morris & Whitehead, Bankers, on February 15, 1901, and his employment was continued by his successors in interest until April, 1906, when Morris Bros, sold all their Oregon Water Power & Railway Company stock. Mr. Muir received an agreed salary of $200 per month until April, 1902; pursuant to an agreement made in advance the amount was $275 per month from April, 1902, to December 31, 1902; during 1903 the agreed salary was $400 per month; on January 1, 1904, the salary was arbitrarily reduced by the employer to $275 per month, and while Mr. Muir did not formally agree to the reduction, he continued to receive $275 per month without objection during the remaining period of his service. The amended complaint alleges that W. T. Muir 1 ‘ entered into the service and employment of the said Morris & Whitehead, Bankers, for an agreed salary as the attorney and counsel of said Morris & Whitehead, Bankers,” and it was agreed that he would act as legal adviser for that corporation and for other corporations then owned and controlled by Morris & Whitehead, Bankers; that acting through its representative Fred S. Morris, the employer, Morris & Whitehead, Bankers, agreed with W. T. Muir that he was inadequately compensated for the services he was then performing, and that if he would continue in the service for such salary and devote his best energies to the success of the corporation, he would receive additional compensation for his services, and that such additional compensation would be “an interest in the' property, shares of stock, profits, and business of the said Oregon Water Power & Railway Company and of the said other corporations then owned, promoted, and operated by the said Morris & Whitehead, Bankers; that at said time the amount and extent of the interest of the property, shares of stock, profits, and business in the said Oregon Water Power & Railway Company, and said other corporations which the said William T. Muir under said agreement was to receive as additional compensation which was not then and there fixed or determined, but the amount of such interest in the property, shares of stock, profits and business of the said Oregon Water Power & Railway Company, and said other corporations, which the said William T. Muir was to receive, as aforesaid, was to be thereafter fixed and determined as soon as the business of the said Oregon Water Power & Railway Company, and the said other corporations, and the business of the said Morris & Whitehead, Bankers, should be made and become successful and profitable.” It is then alleged that the partnership of Morris Bros. & Christensen assumed and agreed to pay all the liabilities of the corporation called Morris & Whitehead, Bankers, and that the partnership agreed that W. T. Muir was inadequately paid, and that if he would devote his best energies to the properties of his employers he would receive as additional compensation “an interest in the property, shares of stock, profits and business” of the corporations operated by Morris Bros. & Christensen, the extent of such additional compensation to be determined afterward. The plaintiff continues the narrative by averring that on or about November 7, 1904, in accordance with the agreements made with Morris & Whitehead, Bankers, and Morris Bros. & Christensen, relative to additional compensation, the partners in the firm of Morris Bros. & Christensen agreed among themselves that the amount, character and manner of payment of the additional compensation which W. T. Muir was to receive would be 1,000 shares of the capital stock of the Oregon Water Power & Railway Company, but that the stock was not issued to him. The pleading proceeds by alleging that when the partnership of Morris Bros. & Christensen was dissolved, and as a part of the dissolution agreement the dissolving partners agreed that the 1,000 shares of the Oregon Water Power & Railway Company stock which the partnership had in November, 1904, determined to issue to Muir would be and was his property, and that he was entitled to the stock as additional compensation; and that it was agreed between “Julius Christensen on the one hand, and the said James H. Morris and Fred S. Morris on the other hand,” that James H. Morris and Fred S. Morris would deliver to W. T. Muir immediately after the dissolution of the agreement 1,000 shares of the capital stock of the Oregon Water Power & Railway Company, and ‘ ‘ that in furtherance and in part performance of the said agreement of dissolution of the said partnership of Morris Bros. & Christensen made between the said members thereof as aforesaid, the said Julius Christensen, then and there assigned, turned over, and delivered unto the said James H. Morris and Fred S. Morris all of the capital stock of the said Oregon Water Power & Railway Company then owned by the said Julius Christensen and all of his interest in the said Oregon Water Power' & Railway Company.” The complaint concludes by averring that Morris Bros, sold the capital stock of the Oregon Water Power & Railway Company, including the 1,000 shares which should have been delivered to W. T. Muir for $65 per share, on account of which it is alleged that the defendants áre indebted to the plaintiff in the sum of $65,000. The defendants deny that they or any of their predecessors ever agreed to pay W. T. Muir additional compensation, and they likewise deny that they or any of their predecessors agreed to issue stock to W. T. Muir. This appeal results from a judgment of nonsuit. Affirmed. Rehearing Denied. For the petition there was a brief over the names of Mr. Ralph E. Moody, Mr. Ben G. Bey, Mr. William B. Fenton and Mr. Kenneth L. Fenton, with an oral argument by Mr. Moody. Contra, there was a brief over the names of Mr. John M. Gearin, Messrs. Teal, Minor & Winfree, Mr. W. A. Johnson and Mr. Charles W. Fulton, with an oral argument by Mr. Gearin. Mr. Justice Harrisdelivered the opinion of the court.
It appears from the statement already made that W. T. Muir was employed from February 15, 1901, until November 24, 1902, by Morris & Whitehead, Bankers, from November 24, 1902, until June 26, 1905, by Morris Bros. & Christensen, and from June 26, 1905, until the sale of the Oregon Water Power & Railway Company stock in April, 1906, by Morris *398Bros.; from the time of the organization of the Oregon "Water Power & Railway Company until April, 1906, the employer owned the controlling interest in that company, and was also interested in the promotion and operation of other corporations; and from the commencement to the end of his employment Mr. Muir regularly received a monthly salary, the amount of which was either expressly agreed upon in advance or was received without objection and without a demand for more.
All that part of the amended complaint which recites that Morris & Whitehead, Bankers, and its successor, Morris Bros. & Christensen, stated that W. T. Muir was receiving an inadequate salary, and that he would receive an additional compensation “to be thereafter fixed and determined” as soon as the business “should be and become successful and profitable,” is only pleaded by way of inducement to the allegation that as a part of the dissolution agreement the partners in the firm of Morris Bros. & Christensen agreed that the 1,000 shares in the Oregon Water Power & Railway Company should be issued by Morris Bros, to W. T. Muir as payment of such additional compensation. When the evidence and pleadings are stripped to the final analysis, the question for solution is whether there is any legal evidence to support the claim that when James H. Morris and Fred S. Morris and Julius Christensen dissolved partnership they agreed among themselves that Morris Bros, would issue 1,000 shares of Oregon Water Power & Railway Company stock to W. T. Muir. The plaintiff is not seeking to recover the reasonable value of services rendered less the salary paid, but the executrix is attempting to recover the amount received for a definite number of shares of stock which it is alleged should *399have been delivered to W. T. Muir as his property. If the partners did not agree that the 1,000 shares of stock should be issued to Muir, then the plaintiff could not recover, because this action is predicated upon an agreement to issue stock alleged to have been made between the partners when they dissolved the partnership. It therefore becomes necessary to ascertain what the dissolving partners agreed to do.
The defendants contend that the agreements of the partners are found in four writings, and that the inquiry must be limited to those writings; and the plaintiff argues that she is entitled to show by parol that the partners agreed that Morris Bros, would deliver to W. T. Muir 1,000 shares of Oregon Water Power & Railway Company stock. The four writings consist of a preliminary agreement looking toward a dissolution and dated January 31, 1905, an agreement made June 26, 1905, which provides for a transfer of stock in different corporations, a dissolution agreement entered into June 27, 1905, and finally a paper signed on November 2, 1905, which closes the partnership for all purposes. The first instrument stipulates that the partnership shall terminate on or before July 1, 1905, and that “the assets of the partnership shall be divided among the said three partners as their respective interests may appear”; and it also provides that the “indebtedness and liabilities of said partnership, as per list attached hereto, and as per list to be furnished as soon as possible by the Portland office and made a part of this agreement, shall be reduced and paid off as rapidly as possible. * * ” By the terms of the second instrument James H. Morris and Pred S. Morris assume and agree to pay to Eugene Ivins $100,000, which the partnership had borrowed from him, and the Morrises transfer to Julius Chris*400tensen a specified number of shares of stock in three different corporations, in consideration of which Julius Christensen assigns to James H. Morris and Fred S. Morris ■ certain shares of stock, including 2,096 shares of Oregon Water Power & Railway Company stock, and “all the right, title and interest of said Julius Christensen in ' and to” 5,000 shares of Oregon Water Power & Railway Company stock then in the hands of Eugene Ivins to secure the $100,000 loan; the Morrises are authorized to do every act that “may be necessary to fully vest the title of said shares of stock and all thereof in the said James H. Morris and the said Fred S. Morris, free and clear of all claims and demands.” The first stipulation contained in the dissolution agreement dated June 27, 1905, reads thus:
“The said partnership shall terminate on July 1, 1905, and all of the assets of the partnership, as shown by the partnership books, shall be sold and disposed of by the liquidating partners as herein provided.”
This instrument specifies and makes provisions for the payment of various items of partnership indebtedness, and then declares that:
“After all the liabilities of the said firm are paid and discharged, and upon the compliance herewith by the several parties hereto, the proceeds of securities or the securities themselves on hand shall be divided between the partners, in accordance with the said partnership agreement dated December 27,1903. ’ ’
The writing dated December 27, 1903, specifies the extent of the interest of the several partners, and makes each partner the owner of one third of all property acquired after July 1, 1903, while Christensen only owns a one fifth interest in all property acquired *401prior to July 1, 1903. The dissolution agreement of June 27th concludes by asserting that:
“None of the funds or .assets of the partnership shall be in any way used by any of the liquidating partners, except as provided herein.”
The final agreement made on November 2, 1905, opens with the statement that:
“It is desired at this time to finally close the partnership relations and make a final settlement and distribution of the assets of the said partnership and of its remaining outstanding obligations.”
Christensen agrees to pay to the Morrises a certain sum of money, for which he is to receive certain notes, bonds and accounts which are itemized. The writing also discloses that:
“The said James H. Morris and Fred S. Morris further agree to pay all liabilities of the firm of Morris Bros. & Christensen, as evidenced by the books and records of said firm as of this date, as enumerated in the schedule hereto annexed, marked Exhibit C; the said James H. Morris and Fred S. Morris to receive in consideration of said payment and the other obligations assumed by them herein the assets of the said firm of Morris Bros. & Christensen, enumerated in the schedule hereto annexed marked Exhibit D.”
6-9. These four instruments, made in 1905, were designed to cover all the assets and liabilities of the partnership of Morris Bros. & Christensen. The assets and liabilities of the partnership are all made definite and certain; there is an itemized list of the liabilities to be assumed by Christensen, and also a schedule of the debts to be paid by the Morrises, and yet no book or writing contains any reference to any claim of W. T. Muir for additional compensation, nor is there a single written word which even intimates that he is entitled to any stock. Neither the Morrises nor *402Christensen owned any interest in any Oregon "Water Power & Railway Company stock except as a member of the firm of Morris Bros. & Christensen, and therefore every share of stock which the Morrises and Christensen had an interest in was a partnership asset. As shown on its face the plain purpose of the paper dated June 26, 1905, among other things, was the transfer to the Morrises of the interest owned by Christensen in all the Oregon Water Power & Railway Company stock which the partnership possessed. The manifest object of the writing is confirmed by the following testimony of Christensen, who was not friendly to the Morrises:
“I executed or transferred all my stock that stood in my name at the time of our dissolution agreement in June, 1905.”
And, finally, all doubt is removed by the amended complaint where the plaintiff expressly alleges:
That in part performance of the dissolution agreement “Julius Christensen, then and there assigned, turned over and delivered unto the said James H. Morris and Fred S. Morris all of the capital stock of the said Oregon Water Power & Railway Company then owned by the said Julius Christensen and all of his interest in the said Oregon Water Power & Railway Company.”
The writing of June 26, 1905, the testimony of Christensen, and the pleading of the plaintiff all agree that Christensen transferred to James H. Morris and Fred S. Morris all his interest in all the Oregon Water Power & Railway Company stock owned by the partnership. The consideration for this transfer of stock as shown by the writing is of a contractual rather than of a monetary nature; and the general rule is that the recital of a contractual consideration excludes the *403idea that any other agreements are to be performed or of there being any other consideration: Sutherlin v. Bloomer, 50 Or. 398 (93 Pac. 135). The writing of June 26th expressly states that the consideration for the stock transferred by Christensen is the assignment of certain other stock to him, and the agreement of the Morrises to pay the note held by Ivins, and applying the precedent established by Oregon Mill Co. v. Kirkpatrick, 66 Or. 21 (133 Pac. 69), the plaintiff canno.t enlarge that consideration by showing that there was a parol agreement that the Morrises should do something more. Moreover, the four writings which relate to the dissolution of the partnership itemize the liabilities which Christensen is to assume, and enumerate in detail the debts which the Morrises are to pay, so that there is no room for any claim that parol testimony is needed to explain the writings because they explain themselves and specifically identify the debts to be paid by the Morrises. The plaintiff claims under the dissolution agreement, and therefore her right to recover, if any exists, must be referable to and measured by the dissolution agreement; the four writings, which evidence the agreement, itemize every liability assumed by the Morrises; the writing which transfers the Oregon Water Power & Railway Company stock states the exact consideration for the transfer; the writings do not indulge in generalities, but they speak with precision and give in detail the agreements to be performed and the acts to be done by the Morrises, and, as a consequence, these writings must be deemed to contain all the terms of the dissolution agreement concerning the Oregon Water Power & Railway Company stock; the dissolution agreement as found in the writings does not make any reference to the payment of additional compensa*404tion to W. T. Muir or the issuance of Oregon Water Power & Railway Company stock to him, and therefore the plaintiff cannot by parol evidence impose upon the defendants an obligation not created by any of the writings.
The petition for rehearing is denied.
Affirmed. Rehearing Denied.