Harrison

The determination of the controversy really turns upon the construction of a certain agreement between James E. Bell and A. Dalton Harrison, the parties of the first part, and John M. Seropian and George M. Seropian, the parties of the second part, executed on the twenty-third day of January, 1904. These parties were the owners of all but two shares of the capital stock of a corporation engaged in the fruit business. It is not disputed that the corporation was indebted to various persons in a sum exceeding $135,000, and it appears that it was insolvent. The affairs of the concern were involved in litigation, and there was great dissension and bitterness between Bell and Harrison on the one hand and the Seropians on the other. To prevent a sacrifice of the property in a court of bankruptcy, and to effect a permanent settlement of their joint affairs, the said agreement was entered into by the terms of which the said Bell and Harrison were to pay all the debts of the corporation, provided the Seropians would contribute to its assets a fifteen thousand dollar mortgage on their Fresno ranch, and the former further covenanted to surrender to the latter all their interest in said…