Worcester Gas Light Co. v. City of Worcester

Morton, J. The order of the city council passed May 3, 1849, having been accepted and acted upon by the original proprietors of the Worcester Gas Light Company, created a contract between the company and the city. The act of incorporation of the plaintiffs provides that the corporation “ shall assume all the liabilities of the present proprietors of the gas light works in Worcester, in relation to the making and selling of gas.” St. 1851, c. 159, § 5. By accepting this act the plaintiffs therefore issumed and came under the liability, as to furnishing gas to the city, created by this contract. The only question is as to the construction of that clause of the contract which provides that the corporation “ shall furnish the city and citizens with gas as cheap per cubic foot and of as good quality in every respect, as is furnished in Boston, New York or Baltimore.” The plaintiffs contend that this clause established as a standard of price the price for which gas was 356 furnished in Boston, New York or Baltimore at the time the contract was made. The defendants claim that the meaning of the contract is, that gas should be furnished for the future at the same price for which it should be furnished in the three cities named. In construing every contract the question is what is the intention of the parties. If that is clear it will prevail, though language may not be used with technical precision. This contract was designed to provide a rule for a distant and indefinite time. It must have been contemplated by the parties that the cost of manufacturing gas and its price in the cities named would vary from time to time. The price prevailing in the three cities, at the time the contract was made, was known or could have been easily ascertained, and if the intention had been to fix as a permanent price for the future the price then existing, it would have been more natural and simple to state it in dollars and cents. We are of opinion that the construction claimed by the defendants is the more reasonable construction, and that it was the intention of the parties to provide that the Worcester Gas Light Company should furnish gas to the defendants as cheaply, at all times, as it should be at the same time furnished in the three cities named. The expression “ is furnished ” relates to the time when the rule is to be applied and the gas furnished to the defendants. Such use of the present indicative form of the verb, to express a future contingent event, is common in our Constitution and statutes and in contracts. We think therefore that the evidence offered by the defendants should have been admitted. Exceptions sustained.