Dalrymple v. Lauman

Cochran, J., delivered the opinion of this Court: This suit was brought to recover damages from the appellant for not performing the following contract, to purchase certain bonds of the Northern Central Railway Company. “ We, whose names are hereunto written, in case a contract is made between the Northern Central Railway Company and Geo. M. Lauman, Isaac Eckert and J. Hall Pleasants, for the completion of said road between Sunbury and Canton, do severally agree to and with said last named parties, the contractors, to purchase from them the bonds of said Company, which they may obtain under said contract, at the rate of seventy-five per cent, upon the par value thereof, and to the amount for which each hereby subscribes, and to pay the same as follows : ten per cent, upon demand, and ten per cent, thereafter in monthly payments, or, as we may respectively elect the entire amount in cash; this subscription, however, is not to be binding until said ³⁹⁹ bonds to the amount in the aggregate at par of one million of dollars shall he disposed of. ’ ’ The case was brought to this Court on exceptions taken to the rejection of a series of prayers offered by the appellant, and to an instruction given by the Court in lieu of those prayers, and of a rejected prayer offered by the appel-lee, These exceptions present questions which go to the consummation of this agreement, to its construction, and to the appellees’ right to a performance of it upon the proof offered at the trial. It is not essential, however, that our views should he expressed on all of these points, as we have satisfied ourselves that a final determination of the case may he reached by ascertaining the conditions to which the true construction of this undertaking subjected the appel-lees; and we may therefore assume, for all present purposes, without, however, so deciding, that the contract was so far consummated and mutual, as to he effective and binding on both sides. A written contract, according to general rules, should he so construed as to effect the intention of the parties, as it appears from the terms and subject matter of the contract; and where a particular phrase or clause is such, that its meaning may he restricted or enlarged, it should receive the interpretation most consistent with the real purpose of the agreement; so, also, the construction of a condition in a contract will he most favorable to the party entitled to the benefit of it.

These rules are too well settled and familiar, to he the subject of discussion, and with this brief reference to them, we proceed to examine the contract presented here. The completion of the Northern Central Railway from Sunbury to Canton, and a sale of such bonds as the Company should issue for that purpose, were the immediate subjects contemplated by the contracting parties; and this paper, on its face, is an agreement with the appellees, if they should contract to complete the road, to purchase the bonds they should receive on that account, to the amounts ⁴⁰⁰ respectively subscribed for, at the rate of seventy-five per cent, upon tbeir par value. The parties to this undertaking, would have been bound for the respective amounts of the bonds severally designated by them, but for a subsequent condition, upon the construction of which the difficulty here arises, providing that the subscription should not be binding until the par value amount of the bonds disposed of, should reach an aggregate of one million of dollars. The appellant insists that this condition has never been performed, and, consequently, that he never became bound to take the bonds be had thus conditionally subscribed for.

The interpretation of this proviso is not altogether free from difficulty, although we think the rights and interests which it was obviously intended to protect and subserve, when fairly considered, show, with some degree of certainty, its true import and purpose. That the completion of the road was to operate, in some sense, as a consideration for the agreement, cannot be disputed. Increasing the facilities