The construction of the agreement by which the parties stipulated to annul the previous contract subsisting between them seems to us to be free from difficulty. Construed with reference to such previous contract and the transactions of the parties under it, it is clear that the intention was that the plaintiff was to retain the money which had been advanced to him by the defendants for the purpose of paying for the labor done in manufacturing machines prior to the first day of March 1862, and was to pay all claims for such labor which accrued prior to that date; the defendants stipulating to pay for all work subsequently performed. This interpretation • gives full effect to the words of the agreement, and seems to be the only reasonable and just view of which the stipulations of the respective parties are susceptible. The construction suggested by the defendants is open to the grave objection that it leads to a result so manifestly unequal and unjust that it could not have been contemplated by the parties. As construed by the defendants, the effect of the agreement would be that the property in all the machines, both those which were finished and those which were in process of manufacture on the first day of March 1862, would be vested in them, whereby they would receive the benefit of all the labor expended on them by the plaintiff and those whom he had employed to work on them during the eight months that the first contract was in force ; while at the same time they would have a right to recover back all the money which they had advanced to the plaintiff under the contract on account of such labor. We cannot adopt an interpretation which gives to the stipulations of the agreement in question an operation so manifestly unreasonable.

Nor do we think that the defendants can recover for the articles charged in their account in set-off. These articles clearly come within that clause in the first contract by which the defendants agreed to supply materials necessary to the manufacture *573of the machines. The defendants had the full benefit of all their materials. They were used in the machines which were on hand, finished and unfinished, at the time the contract was annulled, and which were the property of the defendants. They cannot now seek to charge the plaintiff with the value of them.

The fallacy of the arguments urged by the defendants consists in the assumption that by the agreement annulling the first contract it is to be regarded as rescinded, ab initia, and that the rights of the parties are to be adjusted in the same manner as if no such contract had ever existed. Such, we think, was not the intent of the parties. On the contrary, the labor done, materials furnished and money advanced under that contract prior to the first day of March 1862 were treated by the parties as corning under its stipulations, and the claims of the respective parties arising out of their dealings and transactions under that contract were intended to be settled finally by the agreement which put an end to it; the effect of which was to give' to the defendants the benefit of all the labor performed and materials supplied up to the date of the termination of the contract, and to allow the plaintiff to retain the money advanced, with which he was to pay for the work which had been performed prior to that time. Exceptions overruled.