Sigerson v. Cushing

By the Court, PAINE, J. Tbe merits of this case depend entirely on tbe question whether tbe circuit court Was right or not, in bolding that tbe use made by Gushing of tbe judgment assigned to him by tbe plaintiff, was consistent with tbe intention of tbe parties in making tbe agreement by which it was transferred. For if it was, then it is obvious that tbe plaintiff’s only right would be that which be reserved in bis contract, tbe option of considering bis loan paid by tbe judgment, or of repaying it and taking tbe amount of tbe judgment in the stock of tbe St. Croix Falls Company. In determining this question tbe contract is to govern. It must be assumed to express conclusively tbe final intentions of tbe parties, and no evidence of their previous statements [548] °r »eSotiatioils *s a<“ble for tbe purpose of contradiet-or varying it in any degree. But it is not true that in interpreting tbe contract, tbe court must look at that alone. On tbe contrary, it is to be interpreted in tbe light of tbe surrounding circumstances. It is often absolutely essential that the court should know tbe facts surrounding tbe parties, and the situation in which they are placed, in order to interpret the meaning of what they say in their contracts. And so far as the plaintiff’s letters, written before the making of the contract, tended to show the situation of these parties at the time it was made, they were proper evidence for that purpose, though a large portion of them may have been entirely irrelevant. The counsel for the plaintiff contends that the case is to be governed by the same principles that would be applicable to it if the judgment had been assigned merely as a security for the loan. But it is obvious from the evidence, and from the contract itself, that this was not its sole character. The contract plainly shows a desire on the part of Gushing to use the judgment for the purpose of compelling a favorable termination of his litigation with Hungerford, and expressly provides that it may be so used, and reserves to the plaintiff in that event the option already mentioned. The duty therefore did not devolve upon Gushing, to use the judgment merely for the purpose of getting his money back, and to act as Sigersoris trustee, so as to make the most of it for him beyond that. But he had a right to use it in bringing about a termination of the litigation for his own benefit, giving iSigerson, in that event, the option expressed in the contract. That he had a right to use it, provided he had secured a full title to the property in litigation, is conceded by the plaintiff’s counsel, as also the fact that in that event the plaintiff’s only right would have been to have elected either to consider the loan repaid or to take the stock. But he says that Gushing did not secure a full title, but settled for a part only, and thus the value of the stock which the plaintiff might elect, was less than it would have been had Gushing, in the very language of the contract, secured a “ full title to the whole.” Hence he says the judgment was used in a manner [549] not authorized by tbe contract, and tbe parties' are remitted to tbe rights growing out of tbe relation of lender and borrower, leaving Gushing liable for whatever val-ue has been realized from the security over and above tbe loan. If bis construction of this clause in tbe contract is correct, and it must be regarded as a limitation on tbe power of Gushing, prohibiting him from using tbe judgment to secure anything less than a full title, then I think this conclusion necessarily follows. But I cannot agree to this construction of tbe contract. On tbe contrary, it seems clear that tbe idea of limiting Gushing to tbe acquisition of a “ full title” by tbe use of tbe judgment never entered into tbe plaintiff’s mind. I think that language was used because it was descriptive of tbe purpose for which Gushing desired to.use it, and included tbe most favorable result that could possibly occur. It was as though Sigerson had said, “if you succeed in accomplishing what you desire with this judgment, then I reserve tbe right to consider my loan repaid or to take a share in your stock.” It is impossible to believe that tbe language about obtaining a full title was introduced by him with any reference to a diminution of tbe value of tbe stock be might elect, by a settlement which should obtain,less than a full title, and with a view of preventing such a settlement. On the contrary, there is every reason to believe that bad such a question ever presented itself distinctly to tbe minds of tbe parties, be would have trusted bis interest, growing out of tbe option be bad reserved to take a part of tbe stock, unhesitatingly to any settlement which tbe judgment and discretion of tbe principal parties in interest might induce them to make. This seems to be beyond any doubt, from tbe fact that even if Gushing bad succeeded in obtaining a full title by means of tbe judgment, tbe plaintiff only reserved to himself, in case be did not choose to take a share in tbe stock, tbe right to consider bis loan paid. If they bad expressly contemplated tbe event of Gushing's obtaining a less advantage from tbe judgment, tbe plaintiff certainly would not have reserved a greater benefit to himself. I am therefore of tbe opinion that tbe language concerning a full title was not intended as a limitation on tbe power of [550] ^us^n9 using the judgment, but that the intention was he should use it in any manner satisfactory to himself, in putting an end to the litigation, and it was only in the event being prevented from doing this, by an actual redemption, that he was to be liable for the surplus. It is one of the instances where the greater includes the less, and the authority to use the judgment to obtain a full title, imports, upon the facts of this case, the right to use it in any manner to accomplish a termination of the litigation satisfactory to Gushing. The conclusion of the circuit court upon this point was therefore correct. And this disposes of the whole case. Eor the contract was a sale of the judgment, provided it was used by Gushing in ending the litigation. The only right which the plaintiff then had, was to consider his loan repaid, or to take the stock. He could not maintain this action. The judgment is affirmed, with costs.