Buffum v. Breed

Endicott, J. The question for decision is, whether the provision of the indenture, restraining the defendant from manufac.turing shoe and packing boxes upon the premises for certain parties, terminated with the lease, or continued in force after the conveyance. By the terms of the lease, if the lessee exercised his option to purchase, and a conveyance was made, the lease terminated within three years ; if he did not, it expired by its own limitation in ten years. It was terminated in one manner contemplated. The option was exercised, and the plaintiff conveyed the premises to the defendant. Upon a careful examination of the indenture, it is apparent that all its provisions relate to the leasehold property, the lumber to be used in connection therewith, and the business to be there carried on. It was made at the same time, in connection with and in reference to the lease, and in view of the fact, that the only legal relations existing between the parties were those of lessor and lessee. The two papers must therefore be taken as parts of one transaction, executed at the same time, in the same capacity, and as intended to perfect and complete the original agreement made between the parties. Merritt v. Harris, 102 Mass. 326. Cromwel’s Case, 2 Rep. 69 a. Hamilton v. Elliott, 5 S. & R. 375, They [586] are to be construed together in determining what was the meaning and intention of the parties, in regard to the duration of the partial restraint of trade, upon which the indenture is silent. The fair interpretation of the agreement on this point, as gathered from both papers, is, that when the relation of lessor and lessee should cease to exist, the restriction should no longer be in force. The restriction would clearly be terminated when the period of ten years expired; it is equally clear that it terminated when the other provision for the termination of the lease was executed by the conveyance of the premises. In the absence of express words, taken in connection with the fact that no mention of it was made in the deed of conveyance, it is not to be inferred that the restriction was intended to survive the lease and all the other provisions of the indenture. The demurrer is therefore sustained, and the Bill dismissed, with costs.