107 Va. 256 | Va. | 1907
delivered the opinion of the court.
This suit was brought for the construction and specific performance of a contract for the sale of a strip of land, bought by the appellee railway company from the appellant as a right of way for its railroad.
It appears that in March, 1905, appellee bought and paid for a right of way for its railroad through the lands of appellant, and received a deed therefor. This deed contains a provision that the appellee shall have the right thereunder to shift or change the center line of the right of way to either side, a distance of not more than twenty feet at any point; and that, if any such change is made in the location of the center line, the railroad company shall, if the additional land taken be on the north side of the right of way, pay therefor at the rate of $25.00 per acre, and if on the south side, at the rate of $100.00 per acre. This provision shows that, at the time the deed of March, 1905, was made, some change in the location of the right of way therein provided for was regarded by the parties as probable.
The contract we are now asked to construe and enforce was an option contract, in writing, dated December 27, 1905, which provides that, in consideration of the appellee company adopting as a location for its railway a line crossing the lands of the ap
The contention of the appellant is that, under the terms of the option contract of December, 1905, be is entitled to compensation at the rate of $100.00 per acre for the whole of the 18.76 acres contained in the finally established right of way, or $1,876, less the $200 which the contract provides he shall pay for a reconveyance of the right of way originally adopted; that, according to the strict letter of the contract, he might have the right to require the appellee to establish its right of way over altogether new land and reconvey to him the whole of the old right of way, but that, inasmuch as the company has retained for its right of way a portion of the land for which it already has a deed, he is willing to permit appellee to remain in undisturbed possession of the right of way it hag taken upon the terms that it pay to him $100 per acre for the entire strip now covered by the right of way, notwithstanding the fact that appellee had bought and paid for, and already had a deed
This construction of the contract is vigorously contested by the appellee, it being insisted on its behalf that the correct interpretation of the contract and the understanding of the parties, as shown by the surrounding facts and circumstances, was that the railroad company was liable to the appellant for the 10.30 acres of new land taken by it, at the rate of $100 per acre, or $1,030, less $200, which the appellant must pay for the 8.46 acres of the original strip not used by appellee, which it is ready and offers to reconvey to the appellant. In other words, that, in addition to the $448 paid for the original strip, appellant owes for the right of way last established, $830 in money and a reconveyance to appellant of 8.46 acres of the land taken in the first instance.
It appears from the record that, when the contract of December 27, 1905, was made, the line of the right of way contemplated by it had been finally located for nearly four months. It further satisfactorily appears that this location was known to the appellant when the contract was made. He saw a considerable portion of each line run; he saw that the stakes, put in the ground to mark out the line, crossed at various places the two locations; and he had made a deed for the first location, which described it with minuteness. With the agent of the company, who went to his house to get the contract of December 27, 1905, he went over a large part of the last line, and at the agent’s request, showed him the first line which had been
It is, however, earnestly urged that the testimony taken by the appellee was for the purpose of varying a plain and unambiguous written contract, and that the objection thereto of the appellant should have been sustained.
It is undoubtedly true that parol evidence is not admissible to alter or vary the terms of a plain, unambiguous contract. But it is equally true that the light enjoyed by the parties when the contract was made, can be shed upon the transaction in aid of a proper construction, where the language of the contract is ambiguous and leaves its interpreter in doubt as to the meaning and purpose of the parties. Lowrey v. Hawaii, 206 U. S. 206, 51 L. Ed. 1026, 27 Sup. Ct. 622; Talbot v. R. & D. R. Co., 31 Gratt. 685, 689.
In the case last cited, Judge Burks says: “To ascertain the intent of the parties is said to be the fundamental rule in the construction of agreements; (Canal Co. v. Hill, 15 Wall. 94, 21 L. Ed. 64), and in such construction courts look to the language employed, the subject matter and surrounding circumstances. They are never shut out from the same light which the parties enjoyed when the contract was executed, and in that view they are entitled to place themselves in the same situation which the parties who made the contract occupied, so as to view the circumstances as they viewed them, and so to judge of the meaning of the words and of the correct application of the language to the things described.” Citing Nash v. Towne, 5 Wall. 689, 699; 18 L. Ed. 527; Maryland v. Railroad Co., 22 Wall. 105, 22 L. Ed. 713; Moran v. Prather, 23 Wall. 492, 501, 23 L. Ed. 121.
In the case of Southern R. Co. v. Franklin &c. R. Co., 96 Va. 693, 32 S. E. 485, 44 L. R. A. 297, Judge Riely says: “It
In the case at bar, it does not appear on the face of the contract that the old and new locations touch at any point, and 'if they did not touch, there would be no ambiguity or dispute about the contract. But when it appears that the two lines cover much of the same land, an ambiguity arises at once, and the question must be answered, What land did the parties intend, by the language used, should be paid for at the rate of $100 per acre ? When the court knows what the parties knew at the time the contract was made, the difficulty is easily solved. As already seen, the parties knew that the location of the new right of way covered about one-half of the old, and that the company would acquire about ten acres of new land and abandon about eight acres of the old at $200 in gross, which was less than the appellant had received for it.
We are of opinion that when the contract is read in the light of the facts disclosed by the pleadings and the evidence adduced, it is very clear that the parties never contemplated that the railroad company was to be required to pay appellant $100 per acre for such of its own land as it might see fit to retain and use in locating the new right of way agreed npon; the only reasonable construction of the contract of December, 1907, being, that the company should pay appellant $100 per acre for the 10.30 acres of new land acquired by it and embraced in the final location, and should reconvey to appellant that portion
The circuit court having reached this conclusion, its decree must he affirmed.
Affirmed.