Walden v. Fallis

Hart, J., (after stating the facts). It is insisted by counsel for the defendants that the. judgment should be reversed because the two instruments in. writing set out in our statement of facts were executed on the same day and should be considered together in interpreting the meaning of the contract sued on.. It is contended that, when'so considered, it is manifest that the $500 was not to be paid unless Curtis Walden was appointed postmaster as specified in the contract. In other words, it is contended that the two instruments show on their face that the payment of the $500 was not intended as an unconditional obligation of the defendants, but that it rested upon the condition that Curtis Walden should be appointed postmaster, and the case of Belding v. Vaughan, 108 Ark. 69, is cited to sustain their contention. In the first place, it may be stated that, if this was the effect of the contract, it is illegal as being against public policy. In Edwards v. Randle, 63 Ark. 318, it was held that a contract for the sale of the fixtures of a postoffice, in which the seller, who was the postmaster, agreed to resign his office and recommend the appointment of the purchaser as his successor, is void as against public policy. To the same effect see McGuire v. Corwine, 101 U. S. 108 ; 6 R. C. L., § 141, pp. 736 and 737; and 13 C. J., § 375 (I), p. 438. We do not think, however, that the contract is unambiguous and calls for the construction sought to be placed upon it by counsel for the defendants On the other hand, we do not think the intention of the parties appears clearly from the written instruments, but are o‘f the opinion that there is a latent ambiguity in the contract which calls-for an explanation by the introduction of parol evidence, and that the court properly submitted the question to the jury. This court is committed to the rule that if the written contract, whether it consists of one or more instruments, unequivocally manifests the intention of the parties, the court should declare its effect. Oh the other hand, if it is not clear, from a consideration of the contract as a whole, what the intention of the parties is, whether the ambiguity is patent or latent, the question is one for the jury to determine. New York Life Insurance Co. v. Allen, 143 Ark. 143; Battle v. Draper, 149 Ark. 55; and Wisconsin & Arkansas Lbr. Co. v. Fitzhugh, 151 Ark. 81. In arriving at the intention of the parties, where the language of a contract is susceptible of more than one construction, it should be construed in the light of the circumstances surrounding them at the time it is made. Arlington Hotel Co. v. Rector, 124 Ark. 90; Fort Smith Light & Traction Co. v. Kelley, 94 Ark. 461; and Keopple v. National Wagonstock Co., 104 Ark. 466. The parties will be presumed to have known, and the testimony shows that they did know, that it was against public policy for them to contract for one of the plaintiffs to resign as postmaster and ' secure the appointment of one of the defendants as postmaster in her stead. When these and other circumstances attending the transaction are considered, we are of the opinion that its terms were ambiguous, and that the court was warranted in admitting parol evidence, to explain its terms and in submitting the question to the jury. No objection was made to the form or to the substance of the instructions. In submitting the theory of the defendants, the court instructed the jury that, if it believed from the evidence that the’ $500 mentioned in the contract filed with the plaintiffs complaint was to be paid only on the condition that the postoffice at Charlotte, Arkansas, was to be delivered to the 'defendants and Curtis Walden was to be appointed as such postmaster, its verdict should be for the defendants. On the other hand, as submitting the theory of the plaintiffs, the court instructed the jury that, if it should believe from a preponderance of the evidence that the $500 in question was not a consideration for Mrs. Fallis ’ resigning from the postoffice, but that the time mentioned in the contract that the payment of the $500 should be made was when, Walden became postmaster, was merely to fix the time of its payment, then the verdict should be for the plaintiffs. The jury by its verdict has accepted as true the testimony of the plaintiffs, and, in the light of the attendant circumstances, we think the court properly held that the instruments exhibited.with the complaint were ambiguous, and their meaning was properly left to the jury to be determined. It follows that the judgment will be affirmed. '