269 Pa. 293 | Pa. | 1920
Opinion by
This is an action of foreign attachment in assumpsit, and the single question raised is as to the proper construction of a written contract. The plaintiff, American Dressier Tunnel Kilns, Inc., is a corporation of the state of New York, engaged in the erection, under patents, of tunnel-shaped kilns, for use in the manufacture of pottery, brick, steel, etc. The defendant, George H. Holt, is in business at Chicago, under the name of George H. Holt & Company. Plaintiff lacked means for the proper prosecution of its own business and the granting of help to those who might desire to become its patrons ; so, after extended negotiations, the parties hereto entered into a written contract, in November, 1916 (called the main contract), whereby defendant (called the grantee) was to finance the construction of the kilns for those who might wish to have them installed; and later the purchaser (called the applicant) was to repay him the agreed price for the kilns, called in the contract the “cash price.” Plaintiff (called the grantor) was to do all the work and furnish all the materials for the construction of the kilns, for which it was to receive from defendant what the agreement defines as the “contract price” — being eighty-eight per cent of the “cash price.” Pursuant to the main contract the parties hereto contracted with applicants for the erection of various kilns amounting in all to about $300,000. This case hinges upon section 5 Of article 4 of the main contract, which is as follows, viz: “The contract price payable by Grantee to Grantor, as in the two preceding sections determined and fixed, shall be payable by Grantee to
Plaintiff contends that the first, second and third payments specified in the section above quoted should each be 25% of the cost to applicant, while defendant contends that each should be only 25% of plaintiff’s compensation or 22% of the total cost. The trial judge sustained plaintiff’s contention and, from judgment entered upon the verdict in its favor defendant brought this appeal.
In our opinion the trial court was right. The contract must be construed as a whole, and section 3 of article 4 states, inter alia, that, “Grantor shall receive from Grantee, in full payment therefor, a price, hereinafter referred to as contract price, equal to the cash price named in the contract between Grantee and Applicant less a sum equal to 12% thereof”; and in sections 2 and 4 of the same article the price grantee (Holt) was to receive from the applicant is referred to as the “cash price.” Hence, when section 5 repeatedly refers to “cash price” and also to “contract price,” the former must be
The assignments of error are overruled and the judgment is affirmed.