Lord Atkinson. - This is an appeal from the judgment of the Supreme Court of Trinidad and Tobago, dated 24th Feb ruary 1926, dismissing with costs an ac tion brought by the appellants against the respondent upon a guarantee signed by the latter and dated 23rd March 1921, to recover the sum of $5 000, or £1,041 13s. 4d., its equivalent in sterling. By an order of the Supreme Court, dated 21st June 1926, final leave to ap peal to His Majesty in Council was granted to the appellants. The appellants at all material times were and are Banking Corporation regis tered in Canada with a Branch at Port of Spain, Trinidad. The respondent was and is a merchant carrying on business at Port of Spain, and at the date on which the said guarantee was given was the sole partner of the firm of Salvatori Scott and Company. Antoni Brothers at all mate rial times were a partnership firm carry ing on business, inter alia, as cocoa mer chants at Port of Spain. The firm con sisted of three brothers named Antoni and a fourth partner named Roque Antoni. This firm was distinct from Antoni Hermanous, a partnership carry ing on business in Venezuela, as was so found by His Honour Mr. Justice Adrian Clark, who tried the action. This firm of Antoni Brothers was, in March 1921, heavily indebted to their bankers, the appellants, on two separate accounts; the first, their current account, on which they were indebted in the sum of $1,592.63, and the second, a loan ac count, upon which they were indebted in the sum of $57,000. In respect of this latter indebtedness the bank held as a security two promissory-notes of the firm, dated respectively 6th March 1920 and 23rd July 1920, for the respective amounts of $40,000 and $17,000. It was not questioned in the argument before the Board that during the year 1920, if not before, the firm had obtained from their bankers, the appellants, large advances of cash on credit, to enable them to purchase quantities of cocoa to carry on their trade or business of dealers in that commodity. In the winter of 1920-21 the market for cocoa in Trinidad simply collapsed, entailing upon this firm losses so heavy as to threaten bankruptcy. In the winter of 1920-21 the market for cocoa in Trinidad simply collapsed, entailing upon this firm losses so heavy as to threaten bankruptcy. To add to their misfortune, the appellants, near the end of the year 1920, ceased to make advances to the firm, as they had there tofore done, to enable them to carry on their trade, with the result that the firm had no capital to carry on their business, and were practically insolvent. They held, no doubt, at this period documents of title to quantities of cocoa shipped by them, and were entitled in respect thereof to rebates on freight amounting, in the whole, to about $3,000. They were also entitled to an equity of redemption in a certain house worth $4,000. These two pieces of property constitute the entire assests of the firm. Both were transferred by them to the appellant bank as security for the debts they owed to that institution. The firm, from about the end of the year 1920, had owing to their complete lack of capital and their insolvent condition, practically ceased to attempt to carry on their busi ness of cocoa dealers, so that it had be come quite obvious that, unless they could obtain financial assistance in the shape of advances of capital, they would never be able to regain to any extent their formal commercial position, and would be forced to summon a meeting of their creditors. The instrument of gua rantee is, with the exception of the last clause of it, a printed document. It is under seal, and is signed by the guaran tor under the name and style of Salvatori Scott and Co. Before dealing with the construction of its language, it is necessary to consider the condition of things out of which it sprung, and the objects apparently desig ned by the parties to it to be effected by it. The manager of the bank at the date of this guarantee was one Jerram Connell. He ceased to be manager in Janu ary 1923, when he went to reside in New York. He was examined in the latter city on commission on 25th August 1925. While he was manager a gentleman named Herman Paul Urich was assistant manager. He succeeded Mr. Connel as manager, and was examined as a witness at the trial on behalf of the bank. He was examined in the latter city on commission on 25th August 1925. While he was manager a gentleman named Herman Paul Urich was assistant manager. He succeeded Mr. Connel as manager, and was examined as a witness at the trial on behalf of the bank. For some reason not avowed or even sug gested, neither Jean Marie Antoni, the principal partner in the firm, nor the member of the firm who signed the deed of guarantee, was called as a witness, though both were apparently available but the accountant of the firm, one John Anthony Antoni by name was examined as a witness at the trial. (The judgment then discussed the evidence of several witnesses and proceeded.) Before deal ing with the construction of the language of the guarantee deed, it would be well to point out that if the construction of it, for which the appellants contend is its true construction, the engagement in to which the guarantor entered was reck less and improvident to the last degree. Antoni Brothers assigned to the bank all their local assets. They were stripped bare of all property, yet the guarantor bound himself to pay to the bank $5,000 per annum for eight years - $40,000 in all - and failed to obtain from the bank any contract to give to the firm the advances on credit which were obviously the only means by which it could be hoped that the firm could recapture its former business and perhaps ultimately become solvent. The payment of the $40,000 would have still left the firm a debtor to the bank to a large extent, and the guarantor would have failed to gain for the firm the benefit he plainly desired to secure for them. It is only necessary to set out at length the first and last clauses of this deed of guarantee. They were as fol lows : To the Royal Bank of Canada. It is only necessary to set out at length the first and last clauses of this deed of guarantee. They were as fol lows : To the Royal Bank of Canada. In consideration of the Royal Bank of Canada agreeing or continuing to deal with Antoni Brothers, herein referred to as "the cus tomer" in the way of its business as a bank, the undersigned hereby jointly and severally guarantee payment to the Bank of the liabilities which the customer has incurred or is under or may incur or be under to the bank, whether arising from dealing between the bank and the customer or from other dealings by which the bank may become in any manner whatsoever a creditor of the Customer; including in such liabilities all interest, computed with quarterly or other rests according to the bank' usual custom, charges for commission and other ex penses, and all costs, charges and expenses which the bank may incur in enforcing or ob taining payment of any such liabilities (the joint and several liability of the undersigned hereunder being limited to the sum of forty thousand dollars without interest). And the undersigned agree that the bank may refuse credit, grant extensions, take and give up securities, accept compositions, grant releases and discharges, and otherwise deal with the customer and with other parties and securi ties as the bank may see fit, and may apply all moneys received from the customer or others, or from any securities upon such part of the customer' indebtedness as it may think best, without prejudice to or in any way limiting or lessening the liability of the undersigned under this guarantee effect. And the undersigned specially waive and re nounce any benefits of discussion and division. And it is further agreed and it is a part of the guarantee herein contained that we under take that the amount of $5,000 (five thousand dollars) will be paid yearly commencing on the 1st March 1922 on the debt of Antoni Bros., herein guaranteed, and we make ourselves res ponsible to the bank for the said yearly pay ments up to the amount of our guarantee of $40,000 (forty thousand dollars) without in terest. It is understood that as long as the terms of this guarantee are fulfilled, and as long as no action is taken by the firm of Autoni Bros., or any of the partners which would be prejudicial to the interest of the bank in con nexion with the advances which they have received from the bank, and as long as no legal action is taken against them by any of the other creditors, that no legal action will be taken against the firm of Antoni Bros, by the bank, but, nothing herein contained shall prejudice the bank in regard to any claim they may have against the firm of Antoni Bros, in respect of any interest or any other moneys owing to them by the said firm over and above the said sum of $40,000 (forty thousand dollars). Sealed and dated Port of Spain, Trinidad, the 23rd March 1921 A. D. Their Lordships do not think that the language of this deed is so ambiguous as the appellants contend that it is, but if it be so, then they think that the key to its construction is that laid down by Lord Blackburn, The River Wear Commis sioners v. Adamson (1) 2 A. C. 734, at p. 763. In the report he expressed himself thus : .... though no doubt the principles of construction of statutes laid down by this House in the present case must have an important effect on those who have to construe that or any other enactment. My Lords, it is of great im portance that those principles should be ascer tained; and I shall therefore state, as precisely as I can, what I understand from the decided cases to be the principles on which the Courts of law act in construing instruments in writ ing; and a statute is an instrument in writing. In all cases the object is to see what is the in tention expressed by the words used. But from the imperfection of language, it is impossible to know what that intention is without inquir ing further, and seeing what the circumstances were with reference to which the words were used. . . . In all cases the object is to see what is the in tention expressed by the words used. But from the imperfection of language, it is impossible to know what that intention is without inquir ing further, and seeing what the circumstances were with reference to which the words were used. . . . Adopting that rule of construction, it is impossible, in their Lordships' view, having regard to the circumstances out of which the deed of guarantee arose and in reference to which its language was used, to suppose that what was intended was that these broken and insolvent tra ders, the firm, should get no help from the bank beyond leaving their account open, merely continuing to carry the liability, as Connell phrases it. The learned Judge, Mr. Justice Adrian Clark, said that the words continuing to deal with Antoni Brothers in the way of its business as a bank must involve some bona-fide fresh transaction between the parties. Their Lordships concur with him in this view. They think it is impossible to confine these words to merely keeping the account of this firm open, that is, merely receiving payment from anyone who chooses to pay in money to the bank to the firm' credit. The deed really contains two covenants or contracts, one being the consideration for the other, the first covenant being that if the bank con tinue to deal with the firm as their cus tomer in the way of its business as a bank, the guarantor will pay to the bank the $40,000 at the times and in the man ner specified and do the other things he has undertaken to do. The bank have failed to perform their covenant, they have not continued to deal with the firm as their customer in the way of their business as a bank. The guarantor has not received the consideration, i. e., the whole of the consideration upon which his covenant was based. He is therefore not bound to perform that covenant by reason of this failure. The appeal, there fore, in their Lordships' opinion, fails, and should be dismissed with costs, and they will humbly advise His Majesty accordingly. Appeal dismissed.