WALTON T. BOYER vs. SHERMAN H.

BOWLES & others.

310 Mass. 134
September 18, 1941 - October 30, 1941
Hampden County
Present: FIELD, C.J., QUA, DOLAN, COX, & RONAN, JJ.
Findings by a master in a suit in equity of the circumstances in which the plaintiff and the
defendant, under a business name which did not include the true surname of either of them,
entered upon an undertaking for the manufacture and sale of neon signs, the defendant to
furnish all the necessary financial backing and the plaintiff to receive a certain amount per
week as a "drawing account," and they "to go 50-50"; and of the method of conducting the
business, warranted a conclusion that the parties were partners, and not employees of a
corporation of which the defendant was an officer, although all the bookkeeping and
financial transactions of the sign business were carried on through the gratuitous
instrumentality of the corporation, the plaintiff had stated that he did not know exactly the
status of the sign business, and no business name certificate had been filed in its behalf.
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Facts found by a master as to conduct of the plaintiff and the defendant as partners in a
business of manufacturing and selling neon signs under an agreement that the defendant
should furnish all the necessary financial backing, that the plaintiff should have a "drawing
account," and that the two should "go 50-50" did not warrant an inference that sums drawn
by the plaintiff were as compensation "for devoting his time and energy to the partnership
business," but required a conclusion that they were drawings against possible profits.
BILL IN EQUITY, filed in the Superior Court on July 31, 1935, and afterwards amended.
From a final decree entered by order of Broadhurst, J., in accordance with findings, rulings,
and an order for a final decree by Williams, J., the plaintiff and the defendants Bowles and
The Republican Publishing Company appealed.
As to the relation of the defendant Bowles with the defendant The Republican Publishing
Company, a master to whom the suit was referred found that Bowles "was . . . an official" of
that corporation "in some capacity which he was unable to explain, except to state that he
was authorized to bind" it, and that it "could handle the bookkeeping requirements of the
neon sign business."
The case was submitted on briefs.

J. H. Mulcare & N. L. Snow, for the plaintiff.

A. T. Garvey, for the defendants Bowles and another.

COX, J. This is a bill in equity in which the plaintiff originally asked for an accounting with the
defendant Bowles, alleged to be his partner, and that the defendant The Republican
Publishing Company, hereinafter referred to as the Company, and the defendant Hartfield
Realty Company be ordered to release certain attachments alleged to have been made.
Allegations of an amendment to the bill are to the effect that Bowles owed the partnership
for goods sold and delivered to the Company at his request; that the Company had
advanced money to the partnership; and that Bowles had caused the Company to bring
the action in which the attachment was made for the purpose of "putting the partnership out
of business." The suit was referred to a master, whose report was confirmed by interlocutory
decree, and a final decree was entered from which the plaintiff, Bowles and the Company
appealed.
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The bill was dismissed as to the "Hartford" (sic) Realty Company. No question is raised as to the
propriety of this dismissal.
Three questions only are presented by the parties for decision: 1. Was there a partnership? 2.
Were the sums received by the plaintiff as a "drawing account" received as a partial
distribution of profits or as compensation? 3. Can the Company, on the pleadings, be found
indebted to the partnership?
1. The master found that in 1928 the plaintiff and Bowles entered into an oral agreement in
California whereby they became partners for the purpose of manufacturing and selling neon
signs in Springfield, in this Commonwealth, "such finding being based upon other findings
hereinafter contained." Accordingly, it is for us to draw our own inferences and conclusions
from the subsidiary facts found as to whether a partnership existed. Busteed v. Cambridge
Savings Bank, 306 Mass. 9 , 13. In substance, the "other findings" are that Bowles purchased,
in California, certain equipment that was shipped to Springfield "as part of the partnership
agreement." He agreed to furnish all the necessary financial backing, and the plaintiff was to
receive $60 per week, "which was termed to be a `drawing account.' Boyer [the plaintiff] and
Bowles agreed `to go 50-50.'" Bowles furnished the plaintiff sufficient cash to enable him to
come to Springfield, where he arrived early in July. In September or October, 1928, shortly
after the business began to function, the plaintiff and Bowles selected the name of New
England Neon Sign Company, under which the business was conducted. As the business
progressed. Bowles acted as salesman on several occasions, on each of which the parties
would discuss the prospective customers and prices, and "their business dealings with
reference to such sales were the same as would be normally found between partners." In
1929, when some question arose over patents, the plaintiff and Bowles signed an agreement
for the sign company. This agreement did not refer to them as partners, nor did it state that
the sign company was a corporation, partnership or other entity, but "they
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[the plaintiff and Bowles] acted in reference to this agreement as would be normally
expected of partners." In 1935, a checking account in the name of the sign company was
opened, and a letter, headed "Authorization Letter for a Partnership," signed by the plaintiff
and Bowles as partners and stating that the sign company was a partnership, was filed with
the bank. Two letters signed by Bowles, one in 1934 and one in 1937, showed that at those
times he considered himself to be a partner of the plaintiff. When the business was
commenced, Bowles told the plaintiff that its bookkeeping needs could be handled by the
Company and suggested that the Company should make out bills, receive payments and
pay bills; that such a system would work automatically, regardless of whether Bowles or the
plaintiff was about and would allow the plaintiff to be free to give his entire time and attention
to the manufacturing of signs. The Company set up the sign business on its books as a
department of its own. It received moneys paid to the sign company, and paid the latter's
bills and payroll. It never made any charge for this service. This "method of bookkeeping was
adopted purely for purposes of convenience at the suggestion of Bowles; does not outweigh
the other facts which prove the existence of a partnership; and was not, in fact, intended to
change the relationship of the partners which then existed." The plaintiff and all salesmen
received their pay from the Company and signed receipts therefor, but "at no time did . . .
[the plaintiff] believe that by signing a pay receipt, he was doing so as an employee of the . . .
Company." In a deposition taken in 1933, the plaintiff stated that he did not believe he was
an employee of the Company, that he was in the employ of the sign company, and that he
did not know exactly the status of the sign company. The sign company filed no income tax
returns, and its losses were claimed as a deduction and its profits added to income by the
Company upon its returns. But this "action of . . . [the] Company was without the knowledge
or authority of plaintiff, at least until 1932 or 1933, and such action was not intended to
change the partnership relation which then existed." In
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1932, when the Company went on a five-day week and its employees received a
corresponding cut in pay, the plaintiff, instead of receiving $60 a week, received a sum which
corresponded to the reduction of the employees of the Company, and again, when the
Company went on a three-day week, the situation was comparable. He made no complaint
about this reduction to Bowles, but "such inaction on his part . . . [was] consistent with his
attitude that he was only interested in the success of the . . . [sign company] and that during
this period of time . . . [its] business . . . had fallen off substantially and, therefore, he thought
it only fair that he share in this period of poor business by reducing his drawings." No "business
name" certificate, so called, was ever filed with the city clerk in Springfield by the plaintiff,
Bowles, or the Company.
"A partnership is an association of two or more persons to carry on as co wners a business for
profit . . . . There must be a voluntary contract of association for the purpose of sharing the
profits and losses, as such, which may arise from the use of capital, labor or skill in a common
enterprise, and an intention on the part of the principals to form a partnership for that
purpose." Mitchell v. Gruener, 251 Mass. 113 , 123. Seemann v. Eneix, 272 Mass. 189 , 194. See
Beatty v. Ammidon, 260 Mass. 566 , 576. Subject to any agreement between partners, each
shall share equally in the profits, and must contribute toward the losses, whether of capital or
otherwise, sustained by the partnership according to his share in the profits. Laroine v. Casey,
251 Mass. 124 , 127. See Kavanaugh v. Johnson, 290 Mass. 587 , 596.

We are of opinion that the subsidiary findings of the master warrant the conclusion that a
partnership was formed. The facts as to the plaintiff's dealings and relations with the Company
and the fact that he stated that he did not know exactly the status of the sign company,
when considered with the representations of Bowles to him, are not conclusive against the
finding of the partnership relation, nor is the failure to file a business name certificate. See
Crompton v. Williams, 216 Mass. 184 , 187.
2. We are of opinion that the sums received by the plaintiff
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under the "drawing account" must be treated as advances against profits. The right of the
plaintiff to compensation for his services depends solely upon agreement, express or implied.
Shulkin v. Shulkin, 301 Mass. 184 , 188-189, and cases cited. The master found that the parties
agreed "to go 50-50," and, in answer to the question to the plaintiff as to whether it was his
understanding of the agreement that he was to be paid and Bowles was not to be paid for
services, he replied: "We were to go 50-50." When he answered this question, he knew that
he had received over $15,000 by way of a drawing account, and that Bowles had never
received anything by way of distribution of earnings. The master stated that if he were
permitted to draw the inference, it would be that the sums received by the plaintiff were
pursuant to the partnership agreement whereby he was to be compensated "for devoting
his time and energy to the partnership business." The trial judge drew a contrary inference,
and we think the latter was right. Cases like Menage v. Rosenthal, 187 Mass. 470 , and Theriault
v. E. L. King & Co. Inc. 282 Mass. 109 , do not help in solving the problem. The words "drawing
account" are not immediately qualified by any other specific words.
The real question is to ascertain, in so far as possible, the intention and understanding of the
parties. In the absence of an express agreement, the rule that no compensation is to be
allowed precludes it, unless the other agreements as to the business to be done and the
mode of conducting it show that compensation was intended. If this intention is doubtful, the
subsequent course of dealing and conduct of the parties may be considered in determining
whether there is such an implication in favor of the allowance of compensation as is
tantamount to an express agreement. Hoag v. Alderman, 184 Mass. 217 , 219. The importance
of the agreement "to go 50-50" cannot be overlooked. It is true that there is no reported fact
that these words have acquired a fixed meaning in business transactions, but we think that it
is good sense to understand the words as meaning the division into halves of something that
was under discussion by the parties at the time. In our effort to give
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effect to the agreement of the parties, so far as it can be ascertained from the language
used, it is not necessarily an insuperable obstacle that some part of the agreement may be
expressed in the vernacular of the street. See Chafin v. Main Island Creek Coal Co. 85 W. Va.
459, 463; Dunn v. Gilbert, 36 Wyo. 249, 256; 11 Am. L. R. 661. We construe this expression, "to
go 50-50," to mean that the parties in question agreed that they were to be equally interested
in the partnership business.
The plaintiff was a glass blower, and was recommended to Bowles as one who was familiar
with, and had the ability to build, neon signs. The purpose of the partnership was to
manufacture and sell such signs. Bowles was to furnish the "necessary financial backing," and

it is a reasonable inference that the plaintiff, in turn, was to devote himself to the manufacture,
at least, of the signs. Under such an arrangement, and the specific agreement "to go 50-50,"
neither partner would be entitled to compensation for services in the absence of an express
or implied agreement. It is to be observed that there is no specific agreement that the plaintiff
should receive any salary, as such. It has been said that a drawing account is a well
recognized modern business method of furnishing the employee with means of maintenance
while engaged in a service from which wages and commissions are to accrue. Packard
Motors Co. of Alabama v. Tally, 212 Ala. 487, 489. See Holland v. Lange, 113 Misc. (N. Y.) 469,
470. The plaintiff came from California, where it would seem that he was employed, and he
then was contemplating going into the neon sign business himself in Texas. In fact, he said
that he was then busy procuring equipment for that purpose. In the circumstances, it is
reasonable to infer that he might require something by way of his maintenance when he
came here, although it would also seem that, if he set up business for himself in Texas, he
would have to depend upon his own efforts or resources for it there. In any event, he did not
stipulate, in terms, for the payment of any salary. He was merely to receive a weekly amount,
termed a "drawing account," from a partnership that was upon a "50-50"
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basis. Upon all the findings, we are of opinion that his drawing account was against possible
profits, and not by way of payment for his services. We also think that the conduct of the
parties after the partnership was formed tends to support this conclusion.
3. The master found that Bowles violated the partnership agreement, and "in concert with
and through the instrumentality of the . . . Company, has taken possession of all of the
partnership assets, including its good will, away from the partnership and the new
organization is using said assets." He also found that the Company participated in Bowles's
violation of his fiduciary duties "both in the institution of said action at law, and in
appropriating to its own use certain partnership assets." The trial judge found that both Bowles
and the Company are responsible for the seizure of the partnership assets valued at $10,000
and that the Company was indebted to the partnership in the sum of almost $13,800, and
the decree establishes this indebtedness and orders these sums to be paid.
The only contention of the defendants in this respect is that this part of the decree was not
within the scope of the bill, and we are of opinion that this is so. See National Rockland Bank
of Boston v. Johnston, 299 Mass. 156 , 157. It is apparent, however, that the issue was tried
before the master. At the very outset of his report, he states one of the issues as being what
indebtedness, if any, did the partnership owe to the Company, and also, as involved in this
issue, what offsets, if any, exist in favor of the partnership against the Company. But where, as
here, the issue was tried, it ought not to be tried again, and the plaintiff should be allowed to
amend his bill for the purpose of presenting formally on the record the issues that were, in fact,
tried. Albano v. Puopolo, 309 Mass. 501 , 511.
It seems apparent that the final decree does not take into account an item of $230 collected
by the plaintiff on account of the partnership receivables. In addition to this sum, he received
$15,671.44. The master, making his computations, found that the plaintiff was accountable
for the total of these two sums, but the decree does not charge the plaintiff
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with the receipt of the $230. This matter should be adjusted in the final decree.
The final decree contains no reference to the suit brought by the Company against the
partnership, in which the attachment made has never been dissolved. We are of opinion that
the Company should be enjoined from proceeding further with that action, but without
prejudice, however, to whatever rights the deputy sheriff, who made the attachment, may
have against the Company.
It is to be observed that the final decree, among other things, orders Bowles and the
Company to pay $10,000, the value of the assets of the partnership. This does not amount to
the imposition of a double liability and a payment by one would discharge the other. GrossLoge des Deutschen Ordens der Harugari v. Cusson, 301 Mass. 332 , 335.
If, within thirty days after rescript, an appropriate amendment to the bill is allowed by the
Superior Court, then the final decree modified in accordance with this opinion is affirmed. If
no such amendment is allowed, then, and without containing any order for payment by the
Company, the final decree, modified in accordance with this opinion, is affirmed.
The plaintiff is to have his costs.
Ordered accordingly.

WALTON T. BOYER vs. SHERMAN H.

BOWLES & another.
316 Mass. 90
September 23, 1943 - April 27, 1944
Hampden County
Present: FIELD, C.J., LUMMUS, DOLAN, & RONAN, JJ.
A final decree in a suit in equity, directing payment of a sum without stating a time for
payment, by implication requires payment forthwith.
A party, ordered by a final decree in a suit in equity to pay specified sums to a "special master"
forthwith, might properly be adjudged in contempt where, being financially able to do so,
he failed to make such payment, irrespective of whether interest computations made by the
master according to his interpretation of the decree were correct; the master was a mere
ministerial officer appointed to carry out the decree and the party was bound at his peril to
obey the decree according to the meaning which the law attached to its words.
After an order for final decree directing a party to pay a specified sum with interest from a
specified date, the proper practice in entering the decree is to compute the amount of
interest to the date of its entry and to insert that amount therein; thereupon the party
becomes bound to pay the total of the principal and the interest so stated in the decree and,
under G. L. (Ter. Ed.) c. 235, Section 8, interest upon that total from the date of entry to the
date of payment. A final decree ordering a party to pay a specified sum with interest from a
specified date should be treated as though, in accordance with the correct practice, the
interest had been computed to the date of the
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entry of the decree and had been stated and added to the principal in the decree. The
question whether an additional provision should have been inserted in the final decree in a
suit in equity was not open in a proceeding for contempt for disobedience of the decree.
Under a decree in a suit in equity establishing joint liability of two defendants for a specified
amount and ordering one defendant to pay that amount with interest thereon from a
specified date and the other defendant to pay merely the principal amount, payment by
the second defendant of the principal amount with interest from the date of entry of the
decree would not relieve the first defendant of his obligation under the decree to pay interest
on the principal amount from the specified date to the date of entry, with interest on such
interest from the date of entry.

A party to a suit in equity, who by the final decree was ordered to pay specified sums to a
"special master" and was entitled to receive certain sums from the master, must make the
payments ordered even though in certain events he might be entitled to repayment of all
that he had paid.

BILL IN EQUITY, filed in the Superior Court on July 31, 1935.

Following the decision of this court reported in 310 Mass. 134 , a final decree after rescript was
entered in the Superior Court on December 11, 1941, which was in part as follows: ". . . the
indebtedness of the Republican Publishing Company to the partnership of Bowles & Boyer be
and hereby is established in the sum of $12,294.48, with interest from August 1, 1935; the further
indebtedness of the Republican Publishing Company to said partnership be and hereby is
established in the sum of $1,500; the joint responsibility of the Republican Publishing Company
and Bowles to said partnership for the value of the assets of said partnership which ceased
on July 13, 1935, be and hereby is established in the sum of $10,000; . . . [a named person] be
and hereby is appointed special master to receive from the defendants Republican
Publishing Company and Bowles the sums of money to be paid in accordance with said
established indebtedness and responsibility; the Republican Publishing Company be and
hereby is ordered to pay to said special master, the amounts of said established indebtedness,
to wit, $12,294.48 with interest from August 1, 1935, and $1,500; the Republican Publishing
Company be and hereby
Page 92

is ordered to pay to said . . . special master said sum of $10,000; Sherman H. Bowles be and
hereby is ordered to pay to said . . . special master the sum of $10,000 with interest on said
sum from August 1, 1935; said . . . special master, after deducting his reasonable expenses
and fees, be and hereby is ordered, from the monies received in accordance with the above
order to pay to said Bowles the sum of $1,750; and to Walton T. Boyer the sum of $1,000; . . .
[the] special master be and hereby is further ordered to add to the balance then remaining
in his hands a figure of $15,671.44 (representing the amount heretofore drawn by said Boyer
and therefore to be considered in ascertaining the total assets of the partnership) plus the
sum of $230, (representing the amount collected by said Boyer from partnership assets
receivable) and divide the total or sum so obtained in equal portions; said . . . [special master]
then to pay Bowles the amount of his portion from the balance of cash remaining in . . . [the
special master's] hands; and the remaining cash to said Boyer."
The "special master," as of January 9, 1942, computed the amounts payable by the
defendants as follows: by the Republican Publishing Company $12,294.48, with stated interest
from August 1, 1935, to December 11, 1941, and stated interest "on the whole" from
December 11, 1941, to January 9, 1942; by the Republican Publishing Company $1,500, with
stated interest from December 11, 1941, to January 9, 1942; by Bowles $10,000, with stated
interest from August 1, 1935, to December 11, 1941, and stated interest "on the whole" from
December 11, 1941, to January 9, 1942; and "the joint responsibility of the Republican
Publishing Company in respect to the $10,000 item," $10,000 with stated interest from
December 11, 1941, to January 9, 1942.

The defendants refused to comply with the decree "upon the following grounds, namely: 1.
That the interest has been incorrectly computed by the special master . . . in that it has been
compounded from December 11, 1941. 2. That the plaintiff, Boyer, should pay interest on the
item of $15,671.44 from August 1, 1935. 3. That should
Page 93

the Republican Publishing Company pay to said . . . special master the sum of $10,000 as
ordered . . . payment of this sum by it would relieve the defendant Sherman H. Bowles from
paying interest on said sum from August 1, 1935."
On May 13, 1942, the plaintiff filed a petition that the defendants be adjudged in contempt
for failure to obey the decree. The petition was heard by Giles, J., who found "that the
defendants Bowles and Republican Publishing Company have the present ability and
capacity to comply with the terms of said decree, but that for the reasons above stated with
reference to interest, they have refused so to do"; adjudged the defendants in contempt;
and reported to this court the "question of whether the defendants are warranted in their
failure to comply with said decree after rescript."
In this court the case was submitted on briefs.
J. H. Mulcare & N. L. Snow, for the plaintiff.
A. T. Garvey & G. H. Madsen, for the defendants.

LUMMUS, J. This is the aftermath of Boyer v. Bowles, 310 Mass. 134 . That was a suit for an
accounting between two equal partners. Boyer contributed his labor, and received
advances on account of possible profits. Bowles received no advances. Bowles, in concert
with the corporate defendant The Republican Publishing Company, appropriated
partnership property worth $10,000. The corporate defendant owed the partnership other
money.
The final decree after rescript, entered December 11, 1941, established the indebtedness of
the corporate defendant to the partnership in the sum of $12,294.48, with interest from August
1, 1935, plus the sum of $1,500; established the joint liability of the two defendants to the
partnership for the value of the assets appropriated, in the sum of $10,000; and ordered said
sums paid to a "special master." The master, out of the money so paid him, was to retain his
own fees, and pay Bowles $1,750 and Boyer $1,000. The reason for those payments does not
appear in this record. The amount of the balance remaining in the hands of the master was
to be added to $15,901.44, the amount
Page 94

owed the partnership by Boyer, mostly for advances to him. The sum produced by the
addition represented the net value of the partnership assets in which Boyer and Bowles had
equal shares. The master was to pay the half due to Bowles out of the money paid to the
master by the defendants, and was to pay the rest of that money to Boyer. Thus Boyer would

get his half less what he owed the partnership. In addition, the defendants were ordered to
pay costs directly to the plaintiff. No time being fixed for payment by the defendants, the
implication was that payment was to be made forthwith.
At the request of counsel for the defendants, the master computed the amounts that he
deemed them obligated to pay him under the terms of the final decree. They paid nothing,
and urge as their excuse that the master's computation was erroneous. That, even if true, is
no excuse. The final decree itself is the only measure of their obligation. Unlike a master
appointed to hear evidence, the master in this case had no fact finding or quasi judicial
functions. Seder v. Kozlowski, 311 Mass. 30 , 36. He was a mere ministerial officer, like a sheriff
in collecting an execution. The defendants were bound at their peril to obey the decree
according to the meaning that the law attaches to its words, no matter how the master
interpreted those words. Though financially able to pay according to the decree, they paid
nothing. Consequently they were properly adjudged in contempt. We assume that the judge
had power to report the "question of whether the defendants are warranted in their failure to
comply with said decree after rescript." Wilbur v. Newton, 307 Mass. 191 . But it is plain that
their failure was not warranted, whatever may be the meaning of the decree with reference
to the grounds of objection to the computation made by the master that are argued by the
defendants.
But if those grounds of objection are considered, there is nothing in them. The final decree, it
is true, is not in the best form. In an order for a final decree, it is often necessary to provide for
the payment of a certain sum, with interest from a certain date, without computing the
interest,
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for the interest to the time of entry of the final decree cannot be computed until that time is
known. Davis v. Green, 263 Mass. 107 , 112. Shulkin v. Shulkin, 301 Mass. 184 , 196. Gross-Loge
des Deutschen Ordens der Harugari v. Cusson, 301 Mass. 332 , 336. But in actually entering a
final decree, the proper practice is to compute the interest to the time when the decree is
entered and insert the amount of interest in the decree in dollars and cents. Webster v.
Kelly, 274 Mass. 564 , 568, 573. Buckley & Scott Utilities, Inc. v. Petroleum Heat & Power Co. 313
Mass. 498 , 499, 510. Then the party ordered to pay is bound by law to pay the sum of the
principal and interest stated in the final decree, with interest on that sum from the day when
the final decree was entered to the day of payment. "Every judgment for the payment of
money shall bear interest from the day of its rendition." G. L. (Ter. Ed.) c. 235, Section 8. Taylor
v. Robinson, 2 Allen 562 . Parker v. Osgood, 3 Allen 487 . Bucknam v. Lothrop, 9 Allen 147 , 148.
That statute applies equally to a final decree in equity for the payment of money, and a
provision in a final decree making interest run after final decree upon the sum ordered paid,
whether that sum is composed in part of interest or not, is unnecessary. East Tennessee Land
Co. v. Leeson, 185 Mass. 4 . Hobbs v. Cunningham, 273 Mass. 529 , 536.
As often happens, an attempt to save labor at the time of drafting the final decree has
resulted in greater labor later. Nevertheless the meaning of the final decree is plain. Though
not computed, the amount of interest to be paid was certain, on the principle that whatever
can be made certain by mere arithmetic is already certain. Substantially the decree is as
though the interest had been computed and stated, and added to the principal. In the
absence of provision to the contrary, the rate of interest is of course six per cent per annum.
G. L. (Ter. Ed.) c. 107, Section 3.

The question whether Boyer should have been charged with interest on the advances made
to him (Shulkin v. Shulkin, 301 Mass. 184 , 187) is not now open. The final decree governs
whether right or wrong, and it did not require him to pay interest. That decree cannot be
modified
Page 96

in proceedings for contempt. Hamlin v. New York, New Haven & Hartford Railroad, 170 Mass.
548 . Bacon v. Onset Bay Grove Association, 286 Mass. 487 , 491, Prenguber v. Agostini, 294
Mass. 491 , 495.
For some reason the obligations of Bowles and of the corporate defendant to pay for assets
wrongfully appropriated, though in nature joint, were differently stated in the final decree.
The corporate defendant was ordered to pay $10,000. Bowles was ordered to pay $10,000
with interest thereon from August 1, 1935. Again the terms of the final decree govern, whether
right or wrong. If the corporate defendant should pay $10,000, with interest thereon from the
date of the final decree, Bowles would remain bound to pay the interest from August 1, 1935,
to the date of the final decree, with interest thereon after that date. Blair v. Travelers Ins.
Co. 291 Mass. 432 , 438. Gross-Loge des Deutschen Ordens der Harugari v. Cusson, 301 Mass.
332 , 335.
Bowles must pay the master in accordance with the decree, even though he may be entitled
to repayment of all that he pays in case the decree should prove unenforceable against the
corporate defendant. One purpose of payment to the master was to postpone such
contingent questions until after full compliance by the defendants.
We have no occasion to pass upon the correctness of the master's computation of the
amount to be paid, for nothing was submitted to his decision. The only action presented to
us for determination of its correctness is the decree adjudicating the defendants to be in
contempt. That decree was right.
Decree affirmed with costs.