Cunningham v. Washburn

Devens, J. The legal interpretation of a contract is for the court, which is to determine, where the words are unequivocal in their meaning, what it imports, and what are the obligations imposed by it. As, however, words and phrases are often used, which are technical or ambiguous, and sometimes, also, those which, although not in themselves unintelligib’e, require knowledge of the subject, in connection with which ¿hey are used, to apply them intelligibly, it may become necessary to resort to extrinsic evidence to ascertain thereby the intent of the parties in using them, in order that the contract may be construed in the light of the information thus acquired. The facts thus to be [227] inquired into are determined by the jury under the direction oí the court, which instructs them as to the construction to be given to the contract according to the various aspects in which such facts may present themselves. Eaton v. Smith, 20 Pick. 150. Burnham v. Allen, 1 Gray, 496. Smith v. Faulkner, 12 Gray, 251. Whether the phrase “ to finish said house ready for occupancy ” was one which would require the building of a water-closet, depended upon certain extrinsic facts. The defendants do not object to the instructions given, in themselves, but contend that the court should have received the evidence of carpenters, and then, upon such evidence, have decided the matter without submitting it to the jury. This, however, would have taken from the jury its right to find the facts, and have trespassed upon its province. It is for the court only to decide the law upon the facts as they have been, or as they may be, ascertained; and while what the contract requires to be done is a question of law, the submission of the case to the jury to find the facts, with proper instructions as to the various aspects in which they may present themselves, gives to the court the construction of the contract as completely as if the jury found the facts specially and the court afterwards interpreted the contract in view of them as found. In Worcester Medical Institution v. Harding, 11 Cush. 285, relied upon by the defendants, it was held by the court, as a matter of legal construction of the peculiar contract in that case, that a full completion of the wall, there contracted for, was not necessary, but only such completion thereof as would be necessary for the purpose of putting on the roof of the building ; and as the facts in regard to this were admitted, there was nothing for the ^ ury. In the present case, what the contract required to be done could not be determined as matter of law, except by determining as matter of fact what was reasonably necessary and proper to be done, considering the character of the building to be erected. The ruling upon the remaining question was also correct. Although the written contract required the plaintiff to furnish all the stone for the cellars, yet it was competent for the parties subsequently to agree for stone of an extra quality. Under the instruction given, the jury must have been satisfied that Abbott [228] had authority from Washburn to make this change, or that Washburn, with a knowledge of Abbott’s acts, subsequently ratified them, and in either case both would be liable. jExceptions overruled.