Gomprecht v. Dunleer Co.

Digges, J., delivered tbe opinion of tbe Court. Tbe single point raised on this record is tbe correctness of tbe court’s overruling a demurrer to tbe appellee;s declaration as supplemented by its bill of particulars demanded by the appellants. The suit was instituted by tbe appellee to recover six months’ rent for premises located at Dundalk, Baltimore County, Maryland, and occupied by tbe appellants from February 1st, 1929, to January 31st, 1931, under the provisions and terms of a lease executed by tbe parties on ■January 22nd, 1929; tbe appellants (hereinafter called tenants) having removed from and vacated tbe property on January 31st, 1931, without any notice having been given by either party of their determination to terminate tbe tenancy. Tbe lease was filed, and appears in tbe record, as a part of tbe bill of particulars.

Tbe solution of tbe question before us depends upon tbe construction of tbe lease, a part of which was typewritten and tbe remainder printed. It is contended by tbe tenants that there is an irreconcilable conflict or repugnancy between tbe typewritten and printed portions, in which case tbe provisions of the typewritten portion control and must be given effect. Assuming tbe correctness of tbe contention that these parts of tbe lease are in irreconcilable conflict, there can be ⁶⁵⁵ no doubt as to the law applicable being as contended for by the tenants, and which is admitted by the appellee (hereinafter called landlord). Brantly on Contracts (2nd Ed.), p. 292; Loveless v. Thomas, 152 Ill. 479 , 38 N. E. 907 ; Clark v. Woodruff, 83 N. Y. 518 ; Thornton v. Sheffield & B. R. Co., 84 Ala. 109 , 4 So, 197 ; 13 C. J. 536, see. 498; 6 R. C. L. 847, sec. 237; Williston on Contracts, sec. 622; Schapiro v. Chapin, 159 Md. 418 , at page 422, 151 A. 44 .

While this is the rule which must be applied in cases of irreconcilable repugnancy between typewritten and printed portions of an agreement, it is equally established that where the written and printed parts may be reconciled by any reasonable construction, as by regarding one as a qualification of the other, that construction must be given, because it cannot be assumed that the parties intended to insert inconsistent provisions. It is the imperative duty of courts to give effect, if possible, to all the terms of an agreement; the whole instrument must be considered, and a construction not confined to one or more clauses detached from others. Supra. In Williston on Contracts, supra, the author, after stating the rule as above, adds: “But of course, if the printed and written matter can, by any reasonable construction, be reconciled, this will be done.” In 13 C. J., supra, it is said: “But. where the antagonism is merely apparent, the difference should be reconciled, if possible, by any reasonable interpretation”; and cases cited in note.

In 6 R. C. L., supra, it is said: “The general rule is resorted to only from necessity, when printed and written clauses cannot be reconciled.” Kratzenstein v. Western Assurance Co., 116 N. Y. 54 , 22 N. E. 221 . In the case of Harper v. Hochstim (C. C. A.), 278 Fed. 102, 104 , it was said: “It cannot be doubted that it is only when parts of a written agreement are so radically repugnant that ‘there is no rational interpretation that will render them effective and accordant that any part must perish.’ Rushing v. Manhattan Life Ins. Co., 139 C. C. A. 520 , 224 F. 74 .” From the authorities cited, it is apparent that, if there is irreconcilable conflict between the typewritten and printed portions of the lease being construed, the type ⁶⁵⁶ written portion must control and be given effect, and the printed portion disregarded to the extent of the repugnancy. If, on the contrary, there is a rational and reasonable interpretation of the whole instrument which would harmonize and make effective all of its provisions, we are required to give it that construction.

The lease provides: “That said lessor” (appellee) “doth hereby lease unto said lessee” (appellants) “and said lessee doth hereby hire and take for the purpose of conducting therein (but for no other purpose) a general house furniture and furnishing business, such as the lessee conducts at 316 ÍT. Eutaw Street, Baltimore, Md., all that store premises at Dundalk, Md., being store rooms numbers 9, 10 and 11, in the Dunleer Apartment Building and known as numbers 57, 59 and 61, Shipping Place, for the term of two (2) years beginning on the 1st day of Eebruary, 1929, and ending on the 31st day of January, 1931, at the rental of two hundred and twenty-five dollars ($225) per month for the first year and two hundred and thirty-five dollars ($235) per month for the second year payable to said lessor monthly in advance on the first day of each and every month, at such place as said lessor may from time to time ■direct, without demand made therefor.” The two particular provisions which are claimed to be in conflict or'repugnant, the first of which is typewritten and the second printed, are as follows: “(1) Lessor gives and grants to the lessee the right and privilege of an additional term of three (3) years, upon the same terms and conditions, except that the rental shall be at the rate of two hundred and seventy-five dollars ($275) per month; provided, however, that this right and privilege shall become void unless the lessee shall give to the lessor, on or before Hovember 1, 1930, notice, in