Wright v. Monongahela Natural Gas Co.

Opinion by Orlady, J., (after stating the facts as recited in the above statement of facts): Inspection of the second lease shows that the parties deliber [223] ately intended to effect a contract by a writing in a legal form. It was signed and sealed by tbe lessor in presence of tbe person acting for the lessee and acknowledged before a justice of the peace. A printed form was used and the blanks were filled in to express the intention of the parties. The evidence oral and in writing shows that until June 12, 1892, the parties interested acted upon the lease by the payment of the rent due thereunder as if they had so framed it as to express their understanding. The jury was instructed, “We think that taking the whole lease together and the subject-matter of the contract, and what the parties contracting were presumed to know concerning the business that they were contracting about, this lease means this: that the second party was to pay $2.00 an acre for the further and unnecessary delay — delay further than was necessary in drilling a well, and the time from which that was to be estimated was the time above specified, September 12, 1890.” Where parties agree that a thing shall be done and no length of time is specified in which it is to be completed, the law presumes that a reasonable time will be given, considering the nature of the business. The parties to the contract where there may be some ambiguity, always have a right and can put their own construction upon their own lease; and if it appears to the jury that that construction was mutual and that both parties agreed that it was the proper construction, although it might not be the construction the court would adopt on an inspection of the written lease, still the construction of the parties is the construction the jury should take in a suit brought upon the contract. The words used in the contract were not unmeaning. They had special reference to the subject-matter, and the only question of doubt was as to the application of the words, “ time above specified for drilling a well.” The ambiguity was not in the minds of the parties to the contract. They fully understood it; had executed and abandoned a prior contract in relation to the same use of the same land, and had again met, contracted and acted to their mutual understanding. It was competent under the present lease to show these facts by parol as the paper was capable of being construed in an intelligible way only under their treatment of it. In Patterson v. Graham, 164 Pa. 284, it is said, “ no time was [224] expressly fixed in the agreement within which the timber was to be cnt and removed. But the intention of the parties may be ascertained from the other stipulations in the agreement and facts dehors the agreement, such as the situation of the parties, and the circumstances surrounding them at the time they entered into it.” Evidence of payment of the rent under the second lease was received without objection, and the court properly submitted to the jury the effect to be given to these acts of defendant in aid of the construction of the doubtful clause: Pratt v. Campbell, 24 Pa. 186; Whart. on Evidence, secs. 941, and 971. The oral evidence received did not contradict the writing, but only made clear by the acts of the parties how they had interpreted it: Steamboat Co. v. Brown, 54 Pa. 77. It is the dictate of common sense, and therefore a rule of law, that every written instrument is to be interpreted according to the subject-matter, and yet the nature and qualities of the subject-matter are seldom fully stated, often only alluded to in the writing. Many cases might be cited from the books to mark the distinction, too often lost sight of, between evidence to alter the language of a written instrument and evidence to define the position of the parties, and the nature and condition of the subject contracted about. So long as parties call upon courts of justice to administer their contracts, they must expect them to be administered as nearly as may be according to the very intention and understanding that were present in the minds of the parties when the contract was signed, and to tins end, courts take the language employed and apply it to the surrounding circumstances exactly as they believe the parties applied it: Barnhart v. Riddle, 29 Pa. 92; Graver v. Scott, 80 Pa. 88; Irvin v. Irvin, 142 Pa. 271. The case was fairly tried in the court below. The assignments of error are not sustained and the judgment is affirmed.