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Alanson Folsom v. Michael McDonough
Metcalf, J. The court are of opinion that the ruling an J instructions of the judge who tried the case were correct. The defendant accepted the order according to the terms in which it was drawn; namely, to pay $200 to the plaintiff, when Bolles should have finished the defendant’s building, and done all the work thereon, according to contract. It appears, from the bill of exceptions, that Bolles had finished the building and done all the work thereon, about a fortnight before this action was commenced.
And the question is, whether this was according to the contract. By the first clause of the contract, Bolles was to finish the building in two months from September 27th, 1847. If no further agreement had been added, it is very clear that the defendant could not be held on his acceptance; for the work would not have been done according to the contract.
But, by a subsequent clause in the contract, the defendant agreed to pay Bolles an additional sum, namely, at the rate of $225 a year, if the building should be finished in less than two months, and Bolles agreed to pay or allow to the defendant, at the same rate, for such time, more than two months, as he should delay to finish the building.
This latter clause controls the former, and allows, by necessary implication, a time, beyond two months, for the finishing of the building, upon paying or allowing liquidated damages for the delay. As the length of time thus granted for delay is not specified in the agreement, the law decides that it shall be a reasonable time.
And as the 210 jury must have found, under the instructions given to them, that the building was finished within a reasonable time after the expiration of the two months, we must hold that it was finished “ according to the contract.” The defendant is therefore bound, by the terms of his acceptance, to pay $200 to the plaintiff, although it may be, that, upon an adjustment with Bolles, according to the stipulations of the contract between them, he may owe Bolles a less sum. Exceptions overruled.