Williams v. Batson

*257 Smith, O. J., delivered the opinion of the court. On August 12, 1927, R. J. Williams conveyed the timber on land owned by him to Randolph Batson for $15,-000 in cash, and on August 31, 1927, he conveyed the timber on other land owned by him to Batson for $4,605 in cash. The two deeds are identical in language, except as to consideration and description of the land; and the reporter is directed to set out one of them in full, omitting the description of the land. 1 The ten years re *258 ferred to in the deeds have expired, and the appellee, the grantee therein, has done nothing towards cutting and removing the timber, but has paid all taxes that have been assessed on the land. The appellant, who has succeeded to R. J. Williams ’ title to the land, is claiming to own the timber thereon free from any claim of the appellee there *259 to. Iii order to cancel this claim of the appellant and to qniet his title to the timber, the appellee brought this suit in equity, and there was a decree in accordance with the prayer of his bill of complaint — that the appellee owned the timber with the right to cut and remove it so long as he pays the taxes on the land. The appellant’s contention is, that having failed to begin the cutting of the timber within the ten years of the execution of his deeds thereto, appellee lost all further right to enter the land for that purpose, and, therefore, the timber reverted to him, the appellant; but, if mistaken in this,, the appellee has only a reasonable time after the expiration of the ten years in which to cut and remove the timber. The appellee’s contention is that the deeds vested in him the right to cut and remove the timber at any time, provided only he paid the taxes on the land and timber. It will thus be seen that the case turns on the interpretation of the two deeds. In interpreting these deeds we must bear in mind certain elementary rules therefor: 1. “Interpretation of words and of other manifestations of intention forming an agreement, or having reference to the formation of an agreement, is the ascertainment of the meaning to be given to such words and manifestations.” 1 Best. Contracts, Sec. 226, In other words, “It is the process of determining from such manifestations what must be done or forborne by the respective parties in order to conform to the terms of the contract or agreement.” 3 Williston on Contracts (Bev. Ed.), Sec. 601. 2. “The standard of interpretation of an integration (written instrument), except where it produces an ambiguous result, or is excluded by a rule of law establishing a definite meaning, is the meaning that would be attached to the integration by a reasonably intelligent person acquainted with all operative usages and knowing all the circumstances prior to and contemporaneous with the making of the integration, other than oral state *260 ruents by the parties of what they intended it to mean. ’ ’ 1 Best, of Contracts, Sec. 230'; Williston, op. cit., Sec. 607. 3. There are certain primary rules that may be invoked in aid of this standard of interpretation, among which are: 1. “The ordinary meaning of language throughout the country is given to words unless circumstances show that a different meaning’ is applicable; ’ ’ 2. . “A writing is interpreted as a whole and all writings forming part of the same transaction are interpreted together:” 3. “All circumstances accompanying the transaction may be taken into consideration, subject in case of integrations to the qualification stated in Sec. 230.” 1 Best. Contracts, Sec. 235; Williston, op; cit., Sec. 618. 4. When, but not unless, the meaning to be given a written instrument remains uncertain after applying thereto this standard of interpretation and the primary rules in aid thereof, several secondary rules are applicable. 1 Best, of Contracts, Sec. 236; Williston, op. cit. Section 619; TIart v. Gardner, 74 Miss. 153, 20 So. 877; Wood v. Morath, 128 Miss. 113, 90 So. 711. We will return hereinafter to these secondary rules of interpretation. The circumstances in the light of which these deeds must be interpreted are: the land upon which this timber was situated was swamp and overflow land, valuable only for the timber growing thereon, for fishing and hunting thereon, and for pasturage purposes; the grantee paid for the timber what the grantor was willing to take for it; the hunting, fishing, and pasturage privileges were reserved to the grantor, and by the execution of the deeds, the grantor was relieved of the payment of taxes on the land as long as the deed's remained in effect. We come now to the deeds. The first paragraph of each conveys the timber without limitation on the time within which the grantee could enter the land and cut and remove the timber, unless this time is limited by other provisions of the deed. Butterfield Lumber Co. v. *261 Guy, 92 Miss. 361, 46 So. 78,15 L. R. A. (N. S.), 1123,131 Am. St Rep. 540; Nichols v. Day, 128 Miss. 756, 91 So. 451. The time within which the grantee may enter the land and cut and remove the timber is limited by the last sentence in the second paragraph of the deeds to “within the period of ten years from and after this date, and so long thereafter as the taxes are paid on said land as hereinafter provided.” The provision for payment of taxes appears in the fourth paragraph of the deeds, and is as follows: “It is further understood and agreed and is a part of the consideration for this conveyance, that grantee shall pay one-half of the taxes levied or assessed against the lands and timber above described for the year 1927, and so long as this instrument remains in full force and effect after said year 1927, the grantee shall pay all taxes levied or assessed against said lands and timber. It being expressly understood that when grantee or his assigns shall have removed the timber from said lands, finished its operations, and desires to be relieved from further liability for said taxes, he may be relieved from said responsibility by releasing the lands herein described from the effects of this instrument, in writing, to the grantor.” These two provisions of the deeds confer on the grantee, in plain and unambiguous language, the right to enter the land and cut and remove the timber for an unlimited period of time, provided only that he pays “all taxes levied or assessed against said lands and timber. ’ ’ But it is said that this time is cut down by the third paragraph of the deeds. The first sentence of that paragraph is as follows: “It is understood and agreed that the grantee herein or his assigns shall have the right under this conveyance to enter said lands for the purpose of cutting’ and removing timber hereby conveyed at any time, or times, he or they may desire during the life of this instrument.” The words during the “life of this instrument” refer to the period of time within which it remains effective; and under the provisions of the deeds, hereinbefore set forth, they remain in full force and ef *262 feet (a) until the timber has been cut and removed, or (b) if the timber has not been cut and removed, so long as the grantee pays the taxes on the land and timber. All doubt as to this is removed by the remainder of the paragraph which is as follows: “That is, they may cut a part of said timber, and abandon their operations, and reenter and cut and remove said timber from said lands from time to time during the life of this instrument, so long as the grantee or his assigns shall pay all taxes levied or assessed against said property, whether said period exceeds the ten year period granted herein or not, and grantee, or his assigns shall have the right to cut and remove from said lands any timber, trees, or growth he or they may desire to cut, and remove therefrom at the time of the cutting of said timber.” The phrase “during the life of this instrument” is here defined by the words immediately following it — “so long as the grantee or his assigns shall pay all taxes levied or assessed against said property, whether such period exceeds the ten-year period herein granted or not.” This paragraph, in addition to making clear the meaning of the phrase “during the life of this instrument,” accomplishes, and seems to have been inserted to accomplish, two purposes: to make clear (1) that if, after commencing to cut and remove the timber the grantee should discontinue so doing before all the timber has been cut and removed, he would not thereby lose the right to again enter the land and cut and remove the timber; and (2) that in cutting the timber the grantee was not restricted to the timber growing on the land when the deed was executed, but had the right to cut and remove' any that might be thereon at the time of the cutting. But it is said that there are three rules of construction which, if applied ,will make it appear that the limitation on the timé within which this timber must be cut and removed is a reasonable time after the expiration of ten years from the date of the deeds: These rules are: 1. “An interpretation which gives a reasonable, law *263 ful and effective meaning to all manifestations of intention is preferred to an interpretation which leaves a part of such manifestations unreasonable, unlawful or of no effect.” 2. “Where there is an inconsistency between general provisions and specific provisions, the specific provisions ordinarily qualify the meaning of the general provision. ’ ’ Rest, of Contracts, Sec. 236; Williston, op. cit., Section 619. 3. The court should not interpolate into or eliminate from a written contract words of material legal consqeuence in order to uphold it. 13 C. J. 535'. The first two of these rules are of the secondary class, hereinbefore referred to, and cannot be invoked, as hereinbefore pointed out, when the contract without them is unambiguous, — in other words, they can be invoked only when necessary to make clear that which is doubtful. The words “within the period of ten years from and after this date, and so long thereafter as the taxes are paid on said land as is hereinafter provided,” are about as plain and unambiguous as words can be; and the “hereinafter” provision, as hereinbefore set forth, makes no change therein. It is said under the first of these two rules the ten years must be considered a primary period, and the remainder of the sentence be interpreted as conferring only such additional time as bears a reasonable relation to the ten-year period. But so to hold would be to write into the deeds something the parties thereto carefully avoided doing, i. e., leaving the time for the cutting of the timber to be thereafter determined by what, under the circumstances, would be a reasonable time therefor, as to which reasonable men could easily differ. Even if we should say that under our interpretation of the deeds it was unnecessary for the ten-year period to be inserted therein, that fact could not be used to raise an ambiguity in the plain language of the deeds. But the ten-year period does serve a purpose. The words “within a period of ten years from and after this date, and so long *264 thereafter as the taxes are paid on said land as hereinafter provided,” unless qualified by the fourth paragraph of the deeds, clearly mean “within a period of ten years from and after this date, ’ ’ at all events, ‘ ‘ and so long’ thereafter as the taxes are paid on the land as is hereinafter provided,” the rig’ht to cut and remove the timber after the expiration of ten years being’ dependent on the payment of the taxes on the land “as hereinafter provided. ’ ’ When we turn to the fourth paragraph of the deeds, we find that it obligates the grantee- to pay the taxes on the land so long as the deeds remain in effect, but does not proivde for a forfeiture of the right to eut and remove the timber on his failure to pay the taxes. Such a forfeiture appears only in the second paragraph of the deeds, and there applies only to the taxes paid on the land after the expiration of the- ten years —“so long thereafter as the taxes are paid on said land.” The provision of the deeds as to the time for cutting the timber is a unity, not a specific provision followed by a general one which covers the matter of the specific provision. The two clauses of the provision cover separate and distinct periods of time; the first, a period of ten years, and the second, a period of time thereafter which would end when, but not until, default should be made in the payment of the taxes on the land. The second becomes operative when, but not until, the first has ended. To hold that the period of time beginning after the expiration of the ten years must in length bear a reasonable relation to the ten-year period — must be likened unto it — would be but a mistaken application of the maxim, “Noscitur a sociis”. We, of course, have not violated the third of these rules, for we have interpreted the deeds as written, without inserting words therein or eliminating words therefrom. We conclude, therefore, that the deeds mean exactly what they say, and the time for the cutting of the timber was “within the period of ten years from and after this date (of the *265 deeds), and so long thereafter as the taxes are paid on said land. ’ ’ Affirmed.