Deblois v. Earle

Ames, C. J. The cardinal rule in the interpretation of all instruments, guaranties included, is “ to read the writing,” and, taking its language in connection with the relative position and *30 general purpose of the parties, to gather from it, if you can, their intent in the questionable particular. If thus considered, its language is equally susceptible of either of twq reasonable interpretations, that is to be adopted which makes most strongly against the maker of the instrument, or party using the ambiguous words; and this rule, in application to guaranties, is quite compatible with another, that no one can claim under a guaranty who does not bring himself fairly within the terms of it. Applying these rules to the instrument before us, we find but little difficulty in ascertaining the meaning and extent of it. It is quite evident, that the plaintiff would not let his hall to Hidden without some other assurance for the payment of the rent than the personal covenant of the tenant, though coupled with a right to reenter for non-payment. No one could have known this better than the defendant, who had consented to guaranty the payment of it. The lease, it is true, is but for one year; but with a right in the tenant, at his option, to remain another, upon the same terms and conditions, and at the same rent, payable on a day certain named in the instrument. We are satisfied that the parties did not, in case the tenant should avail himself of this right, contemplate the execution of another instrument, but intended that this should answer, as it has answered, the purpose for the second, as well as for the first year. The terms of letting for the second year are as definitely set down in it as for the first; and the same expression, — " agrees, to and with the said James E. Hidden, to lease to him,” &c., — is used by the plaintiff to signify the nature of his contract with Hidden as to both years of his contemplated occupation of the premises. The covenant of the defendant directly follows the clause giving the tenant an option to occupy, for another year, upon the same terms and conditions as for the first, the amount of the rent and the day for the payment of it being' expressly named. The words employed by the defendant in this covenant, — “ that in case the said James E. Hidden shall neglect or refuse to pay the aforesaid rent in manner as aforesaid, that I will pay the same,” — applies equally to all the rent before mentioned as to any part of it; as well to the rent for the second year, if the tenant should elect to occupy, as to the rent for the first year. *31 It is said, that the defendant can hardly be supposed to have designed to guaranty this rent for the second year, at the option of the tenant. The same motive which induced her to guaranty it for the first, would, for aught that appears, be sufficient to induce her to go farther for the person whom she thus befriended. But would the plaintiff, who required the tenant to give security for the first year’s rent, positively and unequivocally agree, that he should remain another, without any security? Yet, this would be the result, if we confine the guaranty of the defendant to the payment of the first year’s rent! It is, in our view, far more consonant with the probable intent of the parties, to suppose, that the guaranty was designed to accompany both years of the tenant’s contemplated occupation. Judgment must, therefore, be entered for the plaintiff for the sum of $200, being the second year’s rent, with interest from the 1st day of September, 1857, the day named in the indenture for its payment.