Huse & Loomis Ice & Transportation Co. v. Heinze

B ancla y, J. — The position of defendant here, as stated in the brief, and presumably. that of the trial court when ruling that plaintiff could not' recover, is “that the contract is so vague 'and indefinite in its terms and provisions as that it is void for uncertainty, and that the courts of the land can, therefore, give no remedy for the supposed breach thereof.” It should be borne in mind that Mrs. Stephens (in whose place plaintiff stands) having previously secured “options” on the lands mentioned, bordering on Creve Ccour Lake, St. Louis county, afterwards obtained deeds therefor “in the name of” Mr. Cromie and delivered them to him on the faith, and in pursuance, of the agreement. Thus the latter became owner of the desired property and thereupon legally bound to [250] furnish whatever equivalent the contract stipulated in return for the advantages received. The contention now is that this return or equivalent for those benefits is so vaguely described as to render the agreement invalid for uncertainty. This is the interpretation sought to be extracted from the following language, viz., “in consideration of the above, the said John Cromie hereby agrees to pay the said Frances E. Stephens the sum of $3,000, and the further consideration of $25,000, n on-assessable stock in a company to be formed for the purpose of developing said Crevé Coeur Lake as a pleasure resort; and for other purposes. And it is also agreed that the capital stock shall be $300,000, with two-thirds paid in, and, in the event of the company being formed with a greater or less amount of capital, the amount to be paid the said Frances E. Stephens shall vary as $25,000 stands to $300,000.” It is conceded that no company was ever formed; no stock issued ; and that nothing whatever has been done toward compensating plaintiff or its assignor except payment of the $3,000 specified, and later $500 on general account of the contract. It appears, therefore, that the contract has been fully executed on the part represented by plaintiff and that on the other side it remains unfulfilled in its most important particulars. That a contract may be so vague in its terms as to be incapable of enforcement is a familiar proposition and one of frequent application in cases of equitable cognizance. But courts of law will grant relief in damages for the breach of many agreements which would not be regarded in equity as sufficiently definite and certain to warrant a decree for their specific performance. The aim of the law is, usually, to afford compensation for breach or non-fulfillment of the obligations of a contract. This can, in many instances, be justly done though the terms of agreement are not absolutely clear [251] and unambiguous in all particulars. In order that there may be no failure of justice resort must often be had to principles of interpretation and construction, and if by such aid the essential parts of a contract can be discerned with reasonable certainty full effect will be given them. In this case we are called upon to say whether the contract before us is sufficiently definite to have any legal force as an obligation, and if so what is the proper measure of damages for its breach. The pioneer of interpretation is the rule that the intention of the parties, as gathered from the entire instrument, shall enlighten any obscurity there may be in its distinctive parts. The defendants’ theory of this agreement ascribes to it the general intent of providing no compensation beyond the $3,000 to Mrs. Stephens in return for the full performance of it on her part. Whatever may be the true meaning of the language it employs it is evident at a glance that such was not the purpose contemplated by the contracting parties. They evidently designed that Mrs. Stephens should receive under it some substantial and valuable compensation. It was to be in the form of capital stock of face value equal to one-twelfth of the entire issue thereof. The amount of the capital stock is mentioned and the proportion of it (two-thirds) required to be fully paid. The supposably fatal ambiguity appears first at the point where it is recited that “in event of the company being formed with a greater or less amount of capital the amount to be paid the said Frances E. Stephens shall vary as $25,000 stands to $300,000.” This, it is imagined, casts an impenetrable veil of obscurity over the entire instrument, practically destroying its legal vitality and precluding its enforcement. It undoubtedly gave Mr: Cromie the option to determine ( as between the parties) the amount of the capital stock of the projected company within the limits of [252] the law governing that subject and the general purposes of the agreement, but it did not impinge upon other parts of the latter to the extent of dispensing with all compensation in case Mr. Cromie failed to organize any company whatever. The option given by it he never exercised. Hence that clause of the paper never became applicable. It is at best a subsidiary and subordinate 23art of the agreement, and, if regarded as too vague and unintelligible for comprehension or enforcement, the contingency for which it provides having never arisen, it should not be permitted to defeat the effect of the other stipulations and the obvious purposes and objects they express. But, in sounding the phrase in question for a meaning, we may apply another rule of great utility that requires it to be so construed as to give effect as well to all other parts of the instrument. The rest of the -contract must not perish to provide standing room for this clause only. The latter should rather be interpreted so as to harmonize with the idea that runs clearly through the other lines, namely, that whatever the size of the capital stock the actual interest of Mrs. Stephens should be such as had previously been definitely indicated by the figures recited. Viewing the contract as a whole in the light of these recognized principles of interpretation, we think it sufficiently clear to support an action for its breach and that the measure of plaintiff’s damages therefor should be based on the fair and reasonable value the stock in question would have had upon the organization of the company as agreed, with interest thereon, from the beginning of this action. The company was “to be formed for the purpose of developing Creve Cceur Lake as a pleasure resort.” The land obtained was situated on that lake, and the title was taken not for, but “in the name” of, John Cromie, from which it may be fairly inferred (having [253] regard to the evident intent of the agreement as an entirety) that those lands were to form a part of the corporate property, and that the title was “taken in the name of” Mr. Cromie, pending the formation of the corporation. If the evidence disclosed the value of those lands so acquired it would be a fact proper to be considered in arriving at the real value of the stock in the contemplated company, as an issue of fact. The figures furnished by the contract establish the interest of Mrs. Stephens as one-twelfth of the value of the proposed stock, and would be entitled to consideration (for such weight as the triers of fact might give them) in arriving at the amount of the plaintiff’s damages. What the contract was worth to her, in view of the terms of the agreement, and of the property designed to be acquired thereunder by the proposed company at its inception in consideration of the stock, is the true measure of her loss. As no company was ever organized plaintiff may not be able to furnish an entirely exact basis for estimating the recovery. She need only give the best evidence that the nature of the issue permits. O’ Brien v. Ben. Soc. (1889), 117 N. Y. 310. We think, at least, the facts above outlined are entitled to be considered as tending to determine the probable value of the stock, had the contract been performed as agreed. Dyer v. Rich (1840), 1 Metc. 180 ; Kirschmann v. Lediard (1872), 61 Barb. 573. The judgment of the trial court is reversed and the cause remanded for further proceedings; Ray, C. J., and Brace, J., concurring in this opinion.- Sherwood and Black, JJ., concur in reversing and remanding.