Chicago Wharfing & Storage Co. v. Street

Mr. Justice Waterman delivered the opinion of the Court. The only matter in dispute in this case is whether the defendants are bound to take and pay the appraised value of the planking, or may decline to take the planking at all. The intent of the parties is the thing at which courts endeavor to arrive in construing contracts. For this purpose the court will place itself in the shoes of the parties, that, viewing the subject-matter from their standpoint, it may read the contract in the light under which it was written. 2 Kent, 555; Boskowitz v. Baker, 74 Ill. 264; Doyle v. Teas, 4 Scam. 202-256; Walker v. Douglas, 70 Ill. 445-448. The whole instrument is to be viewed and compared in all its parts, so that every part of it may be made consistent and effectual. 2 Kent’s Com. 555. Qui htieret in litera Jmeret in c^rtice—he who considers only the letter sticks in the bark—is a maxim which should not be forgotten in the consideration of the instrument signed by these parties. The subsequent conduct of the parties under the contract in respect to the matters concerning which are its stipulations, will be looked to as affording evidence of the meaning which the contracting parties attached to the instrument they made. Chicago v. Shelden, 9 Wallace, 50-54; Coleman v. Grubb, 23 Penn. St. 393-409; Jackson v. Perrine et ux., 35 N. J. L. 137; Stone v. Clark, 1 Met. 378; St. Louis Gas L. Co. v. The City, 46 Mo. 121; Seavers v. Cleary, 75 Ill. 349; Wilson v. Marlow, 66 Ill. 385. Illumining the agreement by these well known rules of construction, and it is manifest that the defendants understood that they had agreed to do one of two things, viz., to take the planking then on the ground, belonging to Walter Shoemaker & Co. at the appraised value as provided in the lease between Galloway and Shoemaker & Co., or to purchase said planking direct from said Shoemaker & Co. Defendants not being able to agree with Shoemaker & Co. as to the price to be paid for the planking, requested an appraisal of the same. In accordance with such request an appraisement was had, one of the appraisers being selected by defendants. The defendant attended throughout the appraisal, but when it was declared and was found to be $500 more than the price for which Shoemaker & Co. had offered to sell the planking, defendants then declined to pay the sum so fixed, but offered to give the price at which, before the appraisal, Shoemaker & Co. had offered to sell. Shoemaker & Co., very naturally, refused to take less than the amount of the appraisal. Defendants, by requesting an appraisal, selecting an appraiser and attending when the appraisal was being made, clearly indicated their understanding that having failed to agree with Shoemaker & Co., they, defendants, were to take the planking at the price that should be fixed by appraisal. Their conduct in this regard was meaningless, not to say absurd, if the result of such appraisal was to them a matter of no consequence, a thing by which they were in no xvise bound. There can be no doubt that if the appraisers had found the value of the planking to be $500 less than the sum for which Shoemaker & Co. had offered to sell, defendants xvould have insisted upon their rights to take the same at the appraisal. Defendants well knew how plaintiff understood the agreement; they had heard Galloway state the terms upon which he would make a lease, and while they may not directly haxe stated that they assented thereto, they had expressed no dissent, and proceeded to sign an agreement drawn up by Galloway after making such statement, in which Galloway told them that he would lease the property to defendants for $5,400 a year, providing defendants xvould take the property as provided in the lease to Shoemaker & Co. The agreement thereafter signed provided for a lease at $5,400 a year, and contained the stipulation as to the planking hereinbefore mentioned. Where the terms of an agreement are open to construction, a party may be held bound to the understanding which he knew his adversary had of the contract. Wells v. Carpenter, 65 Ill. 447; 2 Kent’s Com., 557. If the terms of the writing signed by the parties were unmistakable, the foregoing rule of construction would not be applicable; but the agreement viexved from the standpoint of the parties is not, as is contended by defendants, .clearly to the effect that they were under no obligation to take the planking upon any terms. It is not denied that the agreement shows that when it was made plaintiff was bound to purchase the planking, then on the premises, at a value to be fixed by appraisement; that defendants, the lessees, were to pay taxes upon the improvements; that plaintiff at the expiration of defendants’ lease should purchase from them the planking on the premises at its then appraised value. Looking at the written agreement alone, it may be said to be uncertain whether defendants were bound to take the planking under one of two ways for fixing its price, or might decline to take it at all. Regarding the contract from the standpoint of the parties and their subsequent conduct, we have no doubt as to its meaning. By the agreement of the parties, the defendants became bound when the appraisal had been had to discharge the obligation of plaintiff, Shoemaker & Co., in respect to the planking. As between plaintiff and defendants as to the obligation to pay Shoemaker & Co., the defendants were their principals, and plaintiff surety: plaintiff could therefore maintain a bill to compel the defendants to discharge their obligation to Shoemaker & Co. Brandt on Guaranty and Suretyship, Sec. 223; Moore v. Topliff, 107 Ill. 211. We do not think it necessary that any reformation of the instrument signed by the parties be made; plaintiff in error is entitled to relief upon the case it has made. The decree of the Circuit Court will be reversed, with directions to enter a decree directing the defendants to pay into court the appraised value of the planking as found by the appraisers, with interest thereon at five per cent per annum from May 1, 1892, and to execute a lease of said premises in accordance with the instrument signed by the parties, bearing date February 2,1892, the same to be prepared and executed by the plaintiff. If plaintiff in error shall present to the Circuit Court satisfactory evidence that it has discharged its obligation to Shoemaker & Co. in respect to said planking, plaintiff will then be entitled to the money, to be paid into court on account thereof by defendants in error. Reversed with directions.