Brenard Manufacturing Co. v. Kingston Supply Co.

22 Ga. App. 280 | Ga. Ct. App. | 1918

Jenkins, J.

(After stating the foregoing facts.) Counsel for the defendant do not dispute the proposition that if, when the defendant bound itself to “promptly meet all obligations entered into under this agreement,” it thereby imposed upon itself one of several .conditions essential to the validity of the plaintiff’s bond, an actual breach of the defendant’s duty relative to the notes would void the obligation of the bond. We think it is undoubtedly true that if the quoted provision óf the contract must thus be construed as conditional at all, it necessarily follows that its breach would be sufficient to invalidate the corresponding dependent covenant, even though the stipulation quoted- affords only a part of the consideration of-the provision relating to the bond. The proposition which the defendant’s counsel ably insist upon is that the language quoted from the agreement is but an independent stipulation, and that it does not constitute a condition at all. The commencement of the third paragraph of the contract expressly states that it proposes to make binding upon the plaintiff its obligation to furnish the bond as provided for in the preceding paragraph. Then follow seriatim the obligations imposed upon the defendant, among which 'is the one quoted, and with this enumeration the paragraph ends. The entire paragraph is thus made up of a succinct statement of the defendant’s obligations, and we think it must reasonably be construed as a whole, and- that the duties thus enumerated must together constitute the conditions which the paragraph itself refers to. It was clearly within the power of the parties to. the agreement so to shape the contract that the guaranteeing bond to be given by plaintiff should be valid only upon the condition that the defendant should promptly meet its own obligation, expressed by the terms of its purchase-money notes. Construing the contract as a whole, this we think must reasonably have been the intent of the parties. The mutual benefits and burdens of the undertaking would.seem to be far more-readily met upon this assumption than to suppose that the plaintiff intended absolutely to guarantee a large increase in the defendant’s sales, without any corresponding benefit to itself. While we agree with counsel, for the defendant that the. contract could not be ¿reasonably taken to mean that Ihe plaintiff was to await the prompt payment of the notes before executing its bond, still we think that it must have been in the minds of the parties to the contract that its validity .was dependent upon the prompt fulfillment by the defendant of its own corresponding obligations. See Equitable Manufacturing Co. v. Davis, 130 Ga. 67, 70 (60 S. E. 262).

Judgment reversed.

Wade, G. J., and Dulce, J-.,-concur. ■'