Conawingo Petroleum Refining Co. v. Cunningham

[140] The opinion of the court was delivered, January 26th 1874, by Agnew, C. J. The contract in this case was for the sale of “ one thousand barrels good green merchantable crude petroleum, forty gallons to the barrel, gravity forty to forty-six degrees, at a temperature of 60° Fahrenheit, to be delivered, buyer’s option, at any time from this date to December 31st 1870, in bulk cars,” &c. Does thé expression to December 31st 1870, include the 31st day? This question cannot be decided by cases which interpret dubious expressions in laws or rules of court, in order to preserve rights or fulfil special purposes. What we are concerned with here is in ascertaining the meaning of the parties in this particular contract. The preposition to is properly applicable to place or position, while till or until properly applies to time. Yet to is in common parlance and sometimes in legal phraseology, applied to time. It has also various significations indicating toward, to, and into. In regard to time it often indicates a coming or passing into a day, as well as arrival at it. Thus it is said, “ the court adjourned from the 30th to the 31st of December,” or “ from the 1st to the 31st,” or “from day to day.” Nowin each instance we understand that the court will reassemble on the last day. Whenever the expression is from day to day, or from one day to another, we always understand the second day to be included. Again, one says, “ I have to the 31st to do a thing,” or the other says, “you shall have to the 31st to do it.” No one doubts the party can do the thing on the 31st. Such is the time designated for performance. Another expression to be found in this contract affords an illustration, to wit, “gravity from forty to forty-six degrees.” It cannot be doubted if the oil be of a gravity of either forty or forty-six degrees it would fill the contract. Let us expand the language of this writing somewhat.. The words of it are “ to be delivered, buyer’s option, at any time from this date to December 31st 1870.” Then read it thus, the seller saying, “ I will deliver to you one thousand barrels of oil at any time from this date to December 31st 1870, at your option.” Can it be doubted that when the seller says, “ I will deliver at your option,” the buyer may call for the delivery of the oil on the 31st, and the seller would be bound to deliver it. The parties did not refer themselves to “ decided cases,” but had their own meaning, which was that the limit should be the 31st day of December, that the last day of performance. The selection of the last day of the month, and of the year, has some influence in fixing that as the last day of performance, as if the parties had said “ all the month of December, or all this year.” January 1st begins a new period. The time is necessarily mutual, so that if the buyer may demand on the 31st, the seller may deliver on the 31st. The fact that a subsequent contract adds t'he word “inclusive” after the 31st of December, does not interpret the prior contract, [141] which is without the word “inclusive.” The earlier contract must stand on its own language. The insertion of the word in the second contract may have been due to greater precision, or greater precaution to prevent misconstruction, and yet they may mean the same thing. It does not follow because the latter is expressly “inclusive” the former meant to be “exclusive.” We,therefore, interpret the language as we think the parties intended, to wit, that the buyer could call for the oil in the year 1870, and before the first of January 1871; the word “ to ” having no precise and definite signification to require exclusion of the last day, by reason of its plain grammatical meaning. The case of Cleveland v'. Sterrett, 20 P. F. Smith 204, was decided in the same spirit of liberal interpretation to reach the evident intent of the parties. The judgment of the court below is reversed, and judgment is now entered for the plaintiff on the case stated, for the sum of $1400, with interest from July 12th 1873.