I cannot concur in the conclusion that the plaintiff is entitled to judgment. I think that the two letters of January 3, 1891, should be read together as constituting one agreement between the defendant and the Memphis Appeal Company. The agreement is contained in two letters, the first written by the Memphis Appeal Company to the defendant, which was accepted by the defendant, and by which the defendant was appointed the agent of the company for the term of five years, to be paid a commission of 25 per cent, on all advertisements procured over a certain territory, the defendant to collect all bills, and render monthly statements, *164and to be responsible for all accounts, except where a concern should fail, in which event the defendant was simply to lose his commissions. The other letter was dated the same day, whereby the defendant, “in consideration of a contract this day entered into by and between us,” agreed to advance $30,000 to the company, said loan and interest to be paid in monthly installments by moneys coming into his hands from the advertising in the company’s paper, in amounts of $1,000 per month until paid. This letter was accepted by the Memphis Appeal Company. It is clear, it seems to me, that this loan of $30,000, which w'as to be paid only by moneys coming into the defendant’s hands as the agent of the company from the advertisements procured by him for the company, was based upon the appointment of the defendant as the agent of the company, by which he was to receive the moneys paid for the advertising procured by him from the territory named, the repayment of the loan being secured by the company’s agreement that the defendant should collect the proceeds of such advertisements, and should retain an amount, not to exceed $1,000 per month, in payment of the loan. It seems to me that this was in the nature of an equitable pledge of the receipts for inserting such advertisements as the defendant should secure, to be applied to the payment of the indebtedness, and that this corporation, having received the advertisements, and published them under the agreement, it could not terminate the contract, and receive the benefit of the advertisements procured by the defendant, without carrying out the contract on its part by allowing the defendant to receive the proceeds of such ■advertisements which were specifically pledged to him to repay the loan, as well as the right to receive the commissions for procuring the advertisements. It is quite evident that there was one entire contract verbally made between the parties, which was reduced to writing in the form of these two letters, and accepted by the parties to whom they were addressed. When a receiver of the corporation was appointed, he took the business of the corporation subject to such liens and other obligations as existed against the corporation, and he could not accept the benefits of the contracts made by the company, without also being subject to the obligations of the company under which the contracts were made. When, therefore, the receiver continued the publication of the paper, and inserted the advertisements procured by the defendant under his contract, he also assumed the obligation of the company as to the method of the payments to be made from the insertions of such advertisements contained in the contract by which the defendant was to collect the moneys coming due for the insertion of the advertisements; and, after deducting his 25 per cent, commission, he was to deduct a sum, not to exceed .$1,000 per month, to be applied on account of the loan made. For the balance of the moneys received from such advertisements by the ■defendant over and above the commissions and the sum of $1,000 per month to be paid on account of the loan, the defendant was liable.
Nor do I think the judgment of the court of chancery of the state of Tennessee an adjudication which affects the right of the defendant. The adjudication in that case simply affected the rights of the parties at the time of the commencement of the action when the receiver was *165appointed. It did not adjudicate, nor attempt to adjudicate, the right of this defendant in relation to the moneys received for advertisements inserted by the receiver after his appointment; and while, under the judgment, there would pass to the purchaser all moneys due-to the receiver for the publication of the paper while in his hands, the judgment did not have the effect of determining what moneys-were due to the receiver, or how much, if anything, the defendant owed him at the time of the sale. What passed to the purchaser at the sale from the receiver under this contract was the money that was due him from the defendant, but the adjudication had no relation to the determination of the amount that the receiver was entitled to from the defendant in consequence of his collections under this contract.
I think that the judgment should be affirmed.
O’BRIEN, J., concurs.