Bailey Gallup v. Larchar

Ames, C. J. Whatever may have formerly been the rule in construing ambiguous phrases in guaranties, it is perfectly well settled at the present day, that if the guarantor, by the use of ambiguous language in his guaranty, renders it susceptible of two or more equally reasonable interpretations, that is to be adopted which makes most strongly against him. This is a just and sensible rule of construction, in application to written contracts in general; and we see nothing in the position of a guarantor, upon whose assurance, reasonably interpreted, another has acted, which should exempt him from it. In the case at bar, the question still remains, what is the most reasonable interpretation of the guaranty of the defendant, deducible, considering its subject, the relative condition of the parties, and their probable intent, from the language employed in it ? William Larchar, the son, a small calico printer in embarrassed circumstances, being indebted to the plaintiffs, was willing to work out the debt, as the common phrase is, if the plaintiffs would furnish him cloths to print; and the plaintiffs, on the other hand, considering his circumstances, were desirous in this way to secure their debt, if they could do so with security for the value of their cloths whilst in his hands to print, which, in the necessary course' of printing, would become so confused with cloths of the printer and of others in his possession, that, although they were to remain throughout the whole process the property of the plaintiffs, they could not, in case of .attachment or fraudulent appropriation, be identified. The plaintiffs accordingly asked, what, in such cases, is so common *535 in this community, a guaranty for the return of their print cloths ; and the defendant, the father of William Larchar, was willing to become bound for his son to that extent. The principal contract, that of William Larchar with the plaintiffs, is the usual printing contract, the purpose of which is to pay a debt by work. Nothing is positively stipulated by it to be furnished to William Larchar by the plaintiffs but the gray cloth to print; they to ship and consign the prints returned, and to have their commission of five per ■ cent, on the cost of the goods, and on any charges which they might incur in the course of shipping and delivering the goods, as well as on any advances which they might make, if they deemed themselves secure in making any, upon the goods; the net profit of the business, thus regulated by the contract, to be applied to the payment of their debt. Now, it is to secure them against danger at the only point at which any positive engagement of theirs exposes them, that the guaranty of the defendant seems to have been required and given. He does not guarantee his son’s faithful performance of his part of the printing contract made with the plaintiffs, which a single sentence of a few words, written upon the back of it, would have done, but merely, as is usual in such cases, and under the circumstances might have been expected, his son’s “ return and delivery of any and all printing cloths the said Bailey & Gallup may hereafter deliver to him to be printed,” under a certain contract identified by date and subject, loss by fire excepted; the guaranty being confined to 2,000 pieces at any one time, and to continue up to January 1st, 1857. The subject of the guaranty, named in the contract, is the “ return and delivery of printing cloths,” and to exclude all doubt, 11 to be printed; ” and although it is true that they were not to be returned by William Larchar until printed, yet the defendant, as it seems to us, by the use of this well understood term, meant to limit his guaranty to the gray cloths, as distinguished from the prints. The argument for the plaintiffs confounds the contract of the defendant with that of his son,— the obligations of the latter with the guaranty of the former,— when, because the son was by his contract to return the goods well printed in the style ordered, it would extend the guaranty *536 of the father to the return of the goods in that condition, notwithstanding he has, by the use of most distinctive terms, confined it to the return of the gray cloths. It is said that the use of the words “printing cloths,” instead of “prints,” was accidental merely; and that the cloths are “ printing cloths ” even after they are printed. They are not, however, printing cloths “ to be printed; ” and indeed if the principal contract did not show, as it does, that the plaintiffs themselves used these distinctive terms appropriately, it would be quite impossible to believe that business men, in this community, could for a moment lose sight of the familiar distinction. Indeed, the nature and purpose of the contract, the relation of the parties to it, and the ordinary course of business, which in such a matter we cannot keep out of sight, leave, us in no doubt that these words were purposely employed in the guaranty with the intent, by both parties, thereby to limit the guaranty of the defendant to the safe return of the gray goods only. Whatever other rules may be applicable to the construction of guaranties, the cardinal rule, for the construction of these, as well as of all other contracts, is, that they should be so construed as to carry out the plain intent of the parties to them. In this view of this contract, we are of opinion that the judge presiding at the trial properly excluded as evidence, to swell the plaintiffs’ damages, proof that the goods returned were not printed in a workmanlike manner, and, as to the goods not returned, properly' instructed the jury to confine the damages to the cost of the gray goods, with interest thereon, after a reasonable time for their return printed. This motion must therefore be dismissed with costs, and judgment be entered upon the verdict. BoswoRth, Justice, dissented.