Montpelier & Wells River Railroad v. Langdon

The opinion of the court was delivered by Barrett, J. In the judgment of the court, the true meaning of the condition in question, as indicated by its terms, interpreted with reference to the subject-matter, and in the light of attending circumstances, is, that the $10,000 subscribed by the defendant, was to count towards the $50,000 to be subscribed within the year. The form of the expression does not import an exclusion of the defendant’s subscription from such counting. The verb, “ subscribe,” as it is here used, seems to import subscriptions made within the time named, without indicating any assignment of time, as past or future, for the making of such subscriptions ; but only that, prior to the close of the" prescribed period, the required amount should be subscribed. It is used in the present tense, and has reference to the period as a continuing present to [143] its close — meaning, subscribe at any time within.it. In this view, the defendant’s subscription is embraced in, and not excluded by, the terms of the condition. It is not claimed- in argument that it was not made within the period. As favoring this view of the intent and meaning of such use of that word as a member of the sentence, it is obvious to be remarked, that, if it had been designed to exclude the defendant’s subscription, naturally, and according to the prevailing use of languáge — for such a purpose, the future tense would have been given to the verb by prefixing “ shall” or the word other would have been used before “ good and responsible individuals.” We repeat, then, in another form of expression, that the meaning of the condition is, that $50,000.in all should be subscribed by persons of the character designated, within the time limited. The defendant was one of that class, and the required sum was subscribed in satisfaction of the condition. This case presents another ground on which we think the defendant would be liable, even upon his own construction of said condition. We recognize the common and familiar doctrine, that a written contract may not be varied or contradicted by parol evidence. At the same time we recognize the doctrine, equally well settled, that a party may vary his liability and rights, as fixed by a written contract, by what he may agree or do subsequent to the making of such written contract. After the condition had been annexed in December, 1869, to the subscription as it was originally made in the January before, and had continued to be till said condition was annexed to it, the defendant agreed, that, if the plaintiff would procure $40,000 from individuals in Montpelier, it should be a compliance with said condition ; and “ on that agreement with the defendant, the commissioners then and there accepted the subscription annexed as aforesaid” ; and, relying on it, the plaintiff canvassed said town, and, at great trouble and expense of time and money, procured within the time, proper subscriptions, to the amount of $40,700 beyond that of the defendant, and of this the defendant was duly notified. We find coined to our hand by our Ch. J. Redfield, an admirable statement of the law as we understand it to be, which is exactly applicable to the [144] exigency of this case upon the facts thus recited. Strong v. Ellsworth, 26 Vt. 373. “ The doctrine of estoppels in pais * * * lies at the foundation of morals, and is a cardinal point in the exposition of promises, that one shall be bound by the state of facts which he has induced another to act upon. He, who, by his words or his actions, or by his silence even, intentionally or carelessly induces another to do an act, which he would otherwise not have done, and which will prove injurious to him, if he is not allowed to insist on the fulfillment of the expectation upon which he did the act, may insist upon such fulfillment.” The same doctrine was comprehensively expressed by the same judge in 17 Vt. 455; and it is repeated and applied by judge Royce in Halloran v. Whitcomb, 43 Vt. 307, with a sanction which has such peculiar aptness and force in the matter now in hand as to justify the repeating of it here. “ This doctrine is founded upon the plainest principles of morality and justice, and its application is to prevent fraud and promote justice.” How, in this view, the validity of the condition would be affected as depending on the ground and reason on which the commissioners accepted the subscription with that condition annexed, as stated in the exceptions, need not now be decided. How the defendant’s right to have the operation given to the condition that he now claims, is affected by this doctrine of the law, is very plain. He is estopped to do so. We see no occasion for the present to consider the case with reference to the question, whether the defendant could be held by force of his promise, as a parol contract made subsequently to the written one, and as an addition to it. Judgment reversed ; cause remanded.