STEWART & ANOTHER
v.
HOYT'S EXECUTORS
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In a dispute between a lessee and a lessor's estate over unpaid coupon obligations under a commercial lease, the Supreme Court held that a supplemental agreement executed between the parties in 1875 released all prior claims and liabilities arising under the original 1873 lease, including the lessor's obligation to reimburse the lessee for sums paid to take up coupons. The Court affirmed that the supplemental agreement, which adjusted rent payments and mutual obligations, clearly expressed the parties' intent to discharge all existing controversies and claims between them.
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Mr. Justice Gray delivered the opinion of the court. He stated the facts in the foregoing language, and continued:
The petitioners contend that for the sum paid to take up coupons in accordance with the provisions of the lease of November 8th, 1873, they have a claim against the lessor, and a lien upon the proceeds of the sale of the mortgaged property, equal to those which the original owners of those coupons had.
But this court concurs in opinion with the' Circuit Court that, if the lessee ever had such a claim and lien, they were released by the supplemental agreement of June 1st, 1875, and the payment of rent, and the adjustment of semi-annual accounts, in accordance therewith. By this agreement, the provisions of the original lease Avere confirmed and ratified,’ “except so far as are herein expressly modified or changed;” the proportion of gross earnings to be paid as rent was increased ; all accounts betiveen the parties Avere to be adjusted and discharged by and upon the semi-annual statements; the lessor released the lessee from all obligation to'make future advances, and from all liability for past neglect to make advances, to take up coupons; and each party released the other from all causes of action Avhich had arisen for breach of any agreement in the original lease. Any obligation of the lessor to reimburse to the lessee money paid by the latter to take up coupons, arose under an agreement in the original lease and Avas one of the obligations adjusted and discharged by and upon the semi-annual statements. The intention of the supplemental agreement, as appears upon its face, Avas to adjust all existing controversies betAveen the parties, by agreeing to pay and receive an increased rate of rent, and by mutually releasing all existing obligations and liabilities, .including, on the one side, the lessee’s obligation to take up coupons in the future, and its liability for neglect to take them up in the past, and, on the other side, the-lessor’s obligation and liability to the lessee by reason of coupons already taken up by the latter. The parol evidence introduced by the petitioners at the hearing, if competent in laAV, Avas quite insufficient in fact, to control or vary the meaning of the Avritten instrument.
Decree affirmed.