57 Ill. App. 507 | Ill. App. Ct. | 1895
delivered the opinion of the Court.
It is a familiar rule that for the purpose of rightly construing a contract the court will put itself in the position occupied by the parties when it was made, “ stand in their shoes,” and reading it in the light thus obtained, will determine what the agreement really is. The court thus informed will not interpret the instrument in opposition to or variant from the language actually used; where the meaning of the words is clear there is no room for construction; but where doubt does arise in the mind of the court as to the significance under the circumstances of the language of the contract, the court will inform itself of the circumstances and surroundings under which the undertaking was made and thus determine what the terms employed signify. 2 Parsons on Contracts, 560.
It is also well understood that the court will lean to a construction which sustains rather than to one which defeats an instrument; for it is a most reasonable inference that where the surroundings and the general context of the paper show an intention to enter into a contract, it is not to be supposed that parties intentionally made use of words which would defeat such object. 2 Parsons on Contracts, 503-505.
Proceeding by these rules, we ascertain that each paperwas at one interview written in the presence of both parties by an employe of appellant, and that the papers were then and there signed. It is absurd to suppose that the parties then thought that no contract had been made; that they had gone through with an idle and silly ceremony.
The expression, “ terms of sale cash,” is no more than the condition annexed to every sale where a different agreement is not made; and the statement, “ I shall pay bills daily,” is not to be construed as meaning that a credit ivas to be given, or that payment and delivery were not to be contemporaneous.
In law there are ordinarily no fractions of a day.
We regard the contract as one of a sale for cash on delivery. Having made such a contract, the parties then proceeded to make an arrangement about delivery and payment.
“ Cash ” meant, strictly, not certified checks, or national bank notes, but legal tender money. Appellants evidently did not intend to insist upon legal tender.
As the obligation as to the quantity to be delivered upon each day depended upon the product of appellant’s factory, it was but reasonable that appellant should from day to day notify appellee of the amount it was ready to deliver. ¡Nor can the court affect ignorance of the fact that parties do not usually enter into written contracts involving §20,000 with persons whom they would not, in the ordinary course of business, trust for a few hours wfith property worth but a small sum. To have arranged, as appellee testified was the case, that delivery should for three days be made to C. IT. Eobinson & Co., invoices made to and payment collected from them was a most natural thing. Such arrangement was not an alteration of the contract but rather in the carrying of it out.
We do not mean that this arrangement was one by which appellant w'as bound; that it could have been compelled to collect of Eobinson & Co.; but that such arrangement was a mere method of doing the business, as an understanding that payment should be made by check instead of legal tender, might have been.
In this way the parties went on, without complaint, for thirteen days, until more than 130,000 pounds of lard had been delivered, and more than §10,000 paid. April first lard had advanced; it would seem that in the residue to be delivered there was a profit to appellee of about §4,000, and a corresponding loss to appellant.
While this did not affect the obligations of either party, it is not to be lost sight of in determining what, under the disputed evidence, the real fact as to the cancellation was. Appellant had now a strong pecuniary interest in bringing the contract to an end, appellee the same in carrying it on.
Whatever appellant might have done in the past as to delivery of a day’s product and waiting until the next day before demanding payment for the same, it was not bound to continue such practice.
It might have refused to deliver to whomever appellee sent to receive the lard, unless pound by pound it was paid, in legal tender, contemporaneously with delivery.
Instead of this, it assumed that there had been an unjustifiable failure to pay cash for the lard already delivered, and thereupon declared the contract at an end.
We do not think that there had been a failure to pay-cash under such circumstances as warranted appellant in declaring the contract at an end. It does not appear that up to the day the notice of cancellation was sent, the payment of cash, strictly on delivery, had been insisted upon; while the evidence tends to show that appellee, however small may have been his ready means, would have been able to and would have paid cash on delivery had appellant, so insisting, gone on with the contract.
Appellee, on cross-examination, testified to his ability to get the money and pay for the lard on delivery; we do not think that, following this as a part of his case, he should have been permitted to show that he had sold the lard at an advance to responsible parties. ¡Neither the value of the lard nor his ability to contract were to be proven in this way.
It is not, however, the amount of. the recovery, but the right to recover at all that is here in dispute.
The instructions are justly open to criticism; that the jury were misled by them we do not think.
Upon the whole case we think that the plaintiff was entitled to recover as he did, and disregarding errors which may be shown, but by which we do not think the appellant was prejudiced, the judgment of the Superior Court is affirmed.
