Martinez v. Runkle

The opinion of the court was delivered by The Chancellor. That which was declared upon in. this case was an express contract for the performance of certain services at a specified price. The plaintiff’s claim is that he performed the contract upon his part and is entitled to the compensation stipulated for. The declaration does not pretend that there is any claim upon implied contract for which quantum meruit will lie. The issue in that behalf was first suggested in the court’s charge to the jury. It was not in the case made by the pleadings, nor was it adverted to or discussed by counsel during the trial. Therefore, we consider that the court erred in submitting it to the jury. Both parties having assigned error upon this part of the charge of the court, the question whether the declaration may be amended now is not presented. Nor is it necessary to-express an opinion as to the correctness of the legal proposition which that portion of the charge declares, for we think that reversal of the judgment below must rest, also, on error-which goes to the merits of the case and finally disposes of it. By the question raised by the defendants’ request to the-court to instruct the jury to find for the defendants, the-entire proofs are opened for review. With the exception of [123] uncontroverted testimony by two witnesses, those proofs consist entirely of documents, upon the interpretation of which the decision of the case depends. Those documents show that the plaintiff opened negotiations with the authorities of Havana not to secure merely a contract for the erection of the water works, but a contract to lend the city of Havana $5,600,000, out of which sum $2,200,000 was to be applied to the construction of those works. His offer to the city was to take this contract in behalf of Mr. Maddison, of London, and Messrs. Gilson, Eunkle and Lyles, of New York, it having been previously understood between those parties that the contract should be severed when obtained, so that Mr. Maddison would furnish the loan and Messrs. Gilson, Eunkle and Lyles would erect the water works. The contract was awarded to the parties thus represented, and almost immediately thereafter an agreement severing it was made, by which Mr. Maddison became bound to furnish the loan and the remaining contractors became bound to build the water works. Ey the recitals of an agreement subsequently entered into-between Messrs. Martinez and Gilson, in November, 1882,, seven or eight months after the severance, it appears that Mr. Maddison transferred his interest in the contract with the city of Havana to Mr. Gilson, who undertook to supply the loan, and by that agreement and another agreement of the same-date, between the same parties, it appears that Mr. Martinez, became the financial agent of Mr. Gilson, at Cuba, and interested with him in the prospective profits in that portion of the contract. Ten months later, the letter from Mr. Martinez to Mr. Gordon shows the loan had not yet been raised, and Mr. Martinez was intent upon a scheme devised by him to quiet the impatience of the authorities at Havana. Thus it appears that Mr. Martinez was concerned as a contractor for the procuration of the loan, without which the contract with the city — an entirety as to the city — could not be performed. Its production was the precedent step in the performance, and Mr. Gilson was bound to Messrs. Eunkle and Lyles, as the assignee -of Mr. Maddison, to take that step,, [124] and, in interest with him, Mr. Martinez was under at least a moral obligation to produce the loan. This being the situation six months after writing to Gordon, Mr. Martinez wrote to Mr. Lyles, despairing of ability to carry out the contract and seeking from Messrs. Runkle, Lyles and Gilson their authority to cancel it. He evidently had difficulty in moving Mr. Gilson, for as to him he wrote: “ He must know by this time that there is no hope to save the business,” and urged that Mr. Runkle’s influence be used with Mr. Gilson to obtain his consent to the desired cancellation. A few days later he wrote to Mr. Olcott, then the attorney of Mr. Runkle, in New York, and represented that if immediate authority be given him, Martinez, to rescind the contract with Havana, he would be able to save the $64,000 he had deposited when he made the proposal for the contract, the return of which money Messrs. Runkle, Lyles and Gilson had guaranteed him, and threatened that, as he had done all he could to avoid damages and claims, if he could not have the authority in time he would enforce his rights. Then he referred to the power of attorney of March 6th, 1884, which Messrs. Runkle and Lyles had forwarded to Mr. Mestre, the partner óf Mr. Olcott in Cuba, and stated that Mr. Mestre had asked him for a letter which should declare that he did not seek the rescission in order that he might negotiate for his own advantage, and that he released Messrs. Runkle and Lyles from all liability “therein,” which he did not hesitate to tell Mr. Mestre. It is difficult to understand, from this letter alone, precisely what Mr. Martinez meant by the word “therein.” In the connection in which it is used, it grammatically refers to the rescission spoken of. We are aided, however, in the interpretation of its meaning by the letter which Mr. Martinez wrote to Mr. Mestre on the same day. In that letter he said that, in securing the rescission, he had no purpose to carry out, and no rights to utilize, to the injury of Messrs. Runkle .and Lyles, and was moved by no desire but to save the $64,000 deposit, and certified by the letter that he released Messrs. [125] Runkle and Lyles “from all ulterior liability as to the obligation” from the moment when, the contract of loan being rescinded, the $64,000 deposit should be recovered by him. The word “ obligation,” used in this letter, is Mr. Olcott’a translation of the Spanish word “fianza,” which appears to be a generic word, sufficiently comprehensive to designate general obligation as well as restricted liability under a single instrument. This indefiniteness of meaning has led to the contention that the agreement of guarantee of the return of tbe $64,000 was intended. But it is deemed that, in the letter considered, the word was used in its broad sense, for, as the proposed lease was to become operative only when the contract of loan with the city of Havana should be rescinded and the $64,000 should be returned to Mr. Martinez, the guarantee would then, by its own terms, be at an end. That which was guaranteed would be accomplished, and the possible future existence of the $25,000, which the agreement of guarantee assigned from moneys to be thereafter received for the construction of the water works, would be precluded. Under the agreement of guarantee, then, there was no liability to be apprehended after the repayment of the $64,000. Besides, at the beginning of the letter, Mr. Martinez states its. purpose to be to satisfy Messrs. Runkle and Lyles concerning the rescission of the contract of loan, and proceeds to declare that the rescission is not to open the way for further negotiations in his own behalf or to enable him to utilize any rights, and follows that declaration by a promised release from ulterior liability as to the obligation, evidently meaning that which he indicated 'by the word “ therein,” in his letter of the same date, to Mr. Olcott. The reference was to the whole scheme, in which Messrs. Martinez, Runkle, Lyles and Gilson had become involved. We think it was an assurance of the good faith of Martinez in his representation that it was impossible to procure the loan, coupled with an offered acquittance of Messrs. Runkle and Lyles from every liability to him which might outlive the desired rescission of the contract and repayment of the $64,000. We consider that the [126] proofs fully justify the conclusion that Messrs. Runkle and Lyles so interpreted it, and that, in reliance upon the assurance it gave and in acceptance of the acquittance it offered, they facilitated the rescission by sending an additional power of attorney, amplifying former powers, and Mr. Runkle expended $10,000 of his own moneys to secure a satisfactory power of attorney, to the same effect, from Mr. Gilson, and that, by these means, the rescission was accomplished and Mr. Martinez was repaid his $64,000. It is deemed that thus the elements of a complete estoppel clearly appear, which preclude the plaintiff’s recovery in this suit. We think that the judge erred in refusing to instruct the jury to find for the defendants. The judgment below will be reversed. For affirmance — None. For reversal — The Chancellor, Chief Justice, Depue, Dixon, Garrison, Lippincott, Mague, Reed, Van Syckel, Bogert, Brown, Sims, Smith — 13.