Robinson v. Stow

Mr. Justice Lawrence* delivered the opinion of the Court: On the 15th day of May, 1849, Robinson and Rattray executed an agreement in writing, by which Rattray was to plot, survey, subdivide into lots, advertise, and sell, at his own expense, a block of ground situate in Chicago, which Robinson had bought from the canal trustees for $965. The sales were to be made “ as soon as practicable and thought proper by the parties,” for one-fourth in hand and the residue in three yearly installments. They were to amount to not less than $1,200 in the aggregate, and out of the proceeds Robinson was first to receive his $965 and interest, and the balance was to be equally divided between him and Rattray. Robinson was to execute bonds for deeds, as the lots were sold. Rattray proceeded to perform his part of the contract, and had sold about twenty of the seventy-three lots into which the block was subdivided, when Robinson stopped the sales, against the remonstrances of Rattray, and notified the latter that he would execute no more papers. Rattray soon after died. His heirs first filed a bill in chancery against Robinson, which came before this court. The case is reported in the 24th Ill. The court there held that the heirs of Rattray, if they could maintain an action at all, must resort to the common law side of the court. They have now brought this suit, and its decision depends upon the construction to be given'to the contract. While it is not the province of courts to interpolate new terms into contracts, against the evident intention of the parties, with the view of making such contracts more reasonable, yet, on the other hand, even a strained construction of the language will be adopted for the purpose of preventing obvious injustice. The intention of the parties, it is true, must govern; but the experience of human affairs teaches courts that this intention is not to be sought merely in the apparent meaning of the language used, but this language may be enlarged or limited by reference to the circumstances surrounding the parties and the objects they evidently had in view. It often happens that a particular clause in an instrument is made to bear a meaning quite inconsistent»with the natural import of the terms used by reference to the entire language and general scope of the contract. “ The judges,” says Lord Hale, “ ought to be curious and subtle to invent reasons and means to make acts effectual according to the just intent of the parties; they will not, therefore, cavil about the propriety of words, when the intent of the parties appears, but will rather apply the words to fulfill the intent than destroy the intent by reason of the insufficiency of the words.” Broom’s Maxims, 416, marg. p. In Hesse v. Stevenson, 3 B. & P. 574, the court say: “However general the words of a covenant may be, standing alone, yet if, from other covenants in the same deed, it is plainly and irresistibly to be inferred, that the party could not have intended to use the words in the general sense which they import, the court will limit the operation of the general words.” In Simms v. Johnson, 3 B. & Ad. 175, a deed came up for construction which recited that disputes were subsisting between the parties, about which actions had been brought, and it had been agreed, in order to put an end thereto, that they should respectively execute releases of “ all actions or causes of action, claims and demands which each might claim by reason of any thing whatsoever.” “I cannot read this,” said Lord Tenterden, “ without seeing, that the release which follows was intended to apply to the matter recited, namely, the actions then depending, and that the object was to put an end to them. The generality of the language was therefore to be confined by the recital.” Cases of this class are frequent in the books. See notes to Pordage v. Cole, 1 Wms. Saunders, 319. In the case at bar, the court below construed that clause of the contract which provides for the sale of the lots “ as soon as practicable and thought proper by the parties,” to give no right to Robinson to stop the sales upon his arbitrary whim, but only in good faith and upon just and reasonable cause. We think this construction is within the principles above laid down. We can have no doubt that when the parties provided for making the sales “as soon as practicable and thought proper ” by them, each was understood by the other to mean that neither party was to exercise the right of stopping the sale, except for reasonable cause, and acting in good faith. This was an implied term in the contract. Any other construction supposes the parties to have intended respectively to reserve the right to act in bad faith. It is also true that any other construction would involve consequences so unreasonable and unjust, that it cannot be supposed the parties intended them, or intended their contract to receive an interpretation that would lead to them. For, if Robinson had the right, under this clause, as is contended, to stop the sales as a mere matter of caprice, Rattray had the same right. Suppose, then, after laying out the block and selling a single lot, Rattray had decided that the property should remain unsold for a term of years, in view of the probable or possible increase of its value. Could he have enjoined Robinson from selling and conveying the lots ? Clearly not. And if, on the other hand, after Rattray had been at the expense and trouble of surveying, advertising and selling enough of the lots to reimburse Robinson his $965 and interest, which sum was to be first paid, can it be supposed that the parties intended it should then be in the power of Robinson to stop the sale, without cause, and thus deprive Rattray of all benefit from the contract ? Such a construction is not admissible if it can be fairly avoided. The parties provided the lots should be sold “ as soon as practicable,” and their evident intention in adding the other clause was merely to prevent either party from sacrificing the property. A mode of proceeding involving such sacrifice would have given to the other party the right to interfere under the clause in question. In the view we take of the contract, the breach was substantially well assigned in the declaration, and the case was fairly submitted to the jury by the instructions. Judgment affirmed. Footnotes [*] This case was submitted at the April Term, 1863, when Judge Lawbbnce was not upon the bench. It was, however, submitted on printed arguments, and was decided after Judge Lawbbnce took his seat.