Merrick v. Webster

By the Court, Pratt, J. The main question in this case for decision by the Court is,, whether the Court below gave a correct legal construction to [274] the agreement declared on and introduced in evidence on the trial. It is true, that Court?, in the legal interpretation of contracts, should seek for the real intention of the parties, and for that purpose may, where the language is ambiguous or otherwise uncertain, read the contract in the light of surrounding circumstances, and those legal aids furnished by elementary writers and judicial decisions in analogous cases. But the terms used in an agreement, when clear and explicit, must prevail according to their most comprehensive signification. “An agreement,” says Mr. Chitty, “is to be construed according to its sense and meaning, as collected from the terms used in it, which terms are themselves to be understood in their plctin, ordinary, and, popular sense, unless they have, in respect to the subject matter, as by the known usage of trade or the like, acquired a particular sense, distinct from the popular sense of the same words, or unless the context evidently points out that they must, in the ¡particular instance, and in order to effectuate the immediate intention of the parties to the contract, be understood in some other special sense.” The rules and legal maxims to be observed by Courts in the exposition of contracts are simple, and have been long well understood. They enable Courts to enforce performance of the terms and conditions of personal agreements, according to the sense in which they were mutually understood by the contracting parties, at the time they were entered into. No recurrence, however, to these rules and legal maxims is necessary in the judicial construction of a contract, which is clear and certain as to the intent and meaning of the parties who are authorized to enter into agreements, for all lawful purposes, with just such terms, conditions and restrictions, ns they may deem proper, or agree upon. The contract in question is clear and explicit, and such as [275] the parties had an undoubted right to make, and being made they are legally bound by its provisions. This contract is simply an agreement on the part of the plaintiffs in error to forward the goods of the defendant in error, from New York to the city of Detroit, at twenty-eight cents for one hundred pounds, “by sail on the lake” and in which the defendants in error agreed to risk the dangers of the sea, &e. On the agreement, it was contended by the counsel for the plaintiffs in error, that this contract is restrictive only as to price, and not as to the mode of carrying the goods. Such a construction would be subversive of the language of the contract, which is not in any respect uncertain. The contract, in terms, is equally restrictive as to the mode of transportation on the lake¡ as it is in the price per hundred. Transportation by sail is one mode, and transportation by steam is another mode of transporting goods and property. Both are common modes on our lakes, and are as clearly distinct and as definitely understood' when applied to the commercial business prosecuted on our inland seas, as upon the ocean; and with this clear and well known distinction before us, which has been recognized for many years throughout the world, it will not do to say, that an unconditional agreement to transport goods “by sail on the lake” is not restrictive as to the mode of carrying. The case of Wilcox vs. Parmelee, (3 Sand. S. C. 610,) is in point. There, as in this case, the agreement was in writing, and by which Par-melee agreed to forward the goods of Wilcox from New York to Fairport, Ohio, for fifty-five cents per 100 lbs. by vessel, and for sixty-five cents per 100 lbs. by steam. Those goods marked “steam” to go by steam, and all other goods to be «hipped for Buffalo by vessel. The goods in that case were marked to go by steam, but they were sent forward from Buffalo by sail, and in a gale on the lake were lost. It was held that Parmelee, by the terms of his contract, was a ■common carrier from New York to Fairport, and that he was [276] liable for tbe goods lost. This decision of tbe Supreme Court of New York is sound, and must be regarded as decisive of the case under consideration. When the plaintiffs in error sent forward, from Oswego,, the goods by steam, they violated their own express stipulation, to transport them from that point by sail, and in doing so, they became insurers to the defendants in error, for the safe delivery in Detroit of every article of the property. This is. a well established legal principle, founded in justice and equity, and numerous authorities might be referred to in support of it, but such reference is deemed entirely unnecessary, as the principle must be well understood, it being an elementary principle of law, that when a carrier undertakes to carry goods in a particular manner, or by a particular route, and without the consent of the owner transports them in a different manner, or by a different route, he becomes, the insurer for the actual delivery of the goods at the place-of destination. The plaintiffs below, by the terms of the contract, took upon themselves the dangers of the sea, upon the condition that they were transported “by sail on the lake” and upon no other condition did they assume that risk. And if they, after the execution and delivery of the contract, -obtained (as asserted on the argument) an insurance upon their goods to be transported “ by sail on the lake” they could not have recovered upon it. The goods having been lost on the lake without any negligence or fault of the master or hands of the propeller, could have made no difference; they were forwarded by a different mode from that represented by the owners to their insurers. Nor can that make the least difference in the liability of the plaintiffs in error under the contract for the transportation. The rule of law .is well settled,, that when parties have deliberately put their engagements into writing, without any uncertainty as to the object or extent of the engagement, it is a legal presumption which has always been h&ld conclusive, that the whole agreement as well as. [277] the extent and manner of its performance, were embodied in tbe instrument, and by it tbe parties are bound. All testimony of previous conversations, or declarations at the time or after tbe execution of tbe agreement, are rejected upon tbe ground that sucb evidence would tend to substitute a new and different contract between tbe parties, to tbe injury of one or tbe other of them. This law is based upon sound reason and cannot be departed from. It would indeed be strange, if, under this agreement, the defendants below could voluntarily violate their own express stipulation, to forward the goods by a different mode, by steam instead of sail, and not be liable to the owners for their loss on the labe. They are legally liable, and by every principle of justice should be so held. This view necessarily determines the case. The construction given by the Court below, to the contract, was correct, and the charge to the jury was in accordance with such construction; and it follows, necessarily, as a legal consequence, that the evidence offered on the defence, was for any purpose inadmissible. The judgment below must therefore be affirmed, with costs.