Phoenix Pad Manufacturing Co. v. Roth

Burke, J., delivered the opinion of the Court. The appellant is a corporation, and is engaged in the manufacture of coat pads. It owns a large four-story building, of late construction, located at the comer of Monroe and Eagle streets in Baltimore City. The building is equipped with large boilers for the generation of electric light and power, and which produce much more electric current than the appellant requires for its business.

The appellant rented certain floor space in the building to tenants to whom it furnished the excess power at an agreed price. The appellee is a shoe manufacturer, and prior to June, 1914, his place of business was located on Baltimore street. The power which he required in the conduct of his business ⁵⁴² was furnished by a gas engine. On the 22nd of June, 1914, he entered into a contract by which he rented about one thousand feet of the third floor of the appellant’s building.

He took immediate possession of the rented premises, and shortly before the institution of this suit installed a gas engine, and was about to put it into' operation. A dispute had arisen between the parties as to the right of the appellee to install and operate the engine. The appellant. claimed that, both under the contract of June 22, 1914, and under a subsequent oral contract, which will be presently considered, the appellee was prohibited from installing and operating the engine. The appellee contended that it was more economical and convenient to him to use the gas engine in the conduct of his business, and that he was under no obligation not to use it.

The parties being unable to agree as to their respective rights and obligations under the contracts, the appellant filed a bill in Circuit Court No. 2 of Baltimore City for an injunction to restrain the appellee from erecting and operating the gas engine on the rented premises. An injunction was issued as prayed. The appellee answered the bill and moved for a dissolution of the injunction. The testimony was taken in open Court.

This appeal was taken by the appellant from an order passed on June 29, 1915, dissolving the injunction and dismissing the bill. The appellant rests its right to the injunction upon the allegations contained in the bill that the installation and the operation of the gas engine on the rented premises would constitute : first, a violation of two provisions of the agreement of June 22, 1914; and secondly, a violation of the subsequent oral agreement set out in the bill. The first contention is one of law, — involving the construction of a written contract, and the second is one of fact, — depending upon the evidence appearing in the record. 1. The two clauses of the written contract upon which the plaintiff relies are here transcribed: the landlord (a) “to furnish said tenant with electric current at the rate of six cents ($.06) per kilowat.

The said tenant to take all the current that he uses in ⁵⁴³ conducting his business from the landlord.” (b) The tenant: “Not to do anything in or about the said premises that will contravene or affect the insurance thereon.” We do not deem it necessary to discuss the evidence relating to the second of these clauses, because it is clear that it does not establish the allegation that the installation and operation of the gas engine would contravene or affect the nsuranee on the building. The bill seeks by indirection to compel the specific performance of the contracts therein alleged, and the principles whieh apply to bills for specific performance are applicable to this case. In Gurley v. Hiteshue, 5 Grill, 223, it was said: “All the principles which apply to the case of a bill for specific performance apply with equal force to the case of a bill for perpetual injunction, when that injunction accomplishes all the objects which could be accomplished by a successful prosecution of a formal bill for a specific execution.” One of the familiar principles applicable to suits for specific performance is “that the contract must be definite and certain in all its terms, and must be free not only from all ambiguity, but likewise free from all shade or color of ambiguity. Miller’s Eq.

Pro., sec. 683, and cases in notes 1 and 3. It must be so clearly proven as to satisfy the Court that it constitutes the actual agreement between the parties. Horner v. Woodland, 88 Md. 512 . If this were not the rule courts might enforce precisely what the parties never did intend or contemplate.

Waters v. Howard, 8 Gill, 277 ; Bamberger v. Johnson, 86 Md. 41 ; Dixon v. Dixon, 92 Md. 432 . The construction of the written contract is a question of law for the Court. (Roberts v. Bonaparte, 73 Md. 191 .) It is the duty of the Court to ascertain and declare the intention of the parties as expressed in the contract. “Obviously, the most simple and satisfactory way to ascertain that intention is to read what they have written in the light of surrounding circumstances existing at the time. What they meant to say must be gathered from what they did say viewed from the ⁵⁴⁴ standpoint they then occupied.

Bond v. Humbird, 118 Md. 650 . In the construction of written contracts the Court “'is entitled to place itself in the same situation as the parties who made the contract, so as to New the circumstances as they viewed them, and to judge of the meaning of the words