Chicago, Milwaukee & St. Paul Railway Co. v. Hoyt

89 Wis. 314 | Wis. | 1895

'Cassoday, J.

The question presented turns upon the construction to be given to the third paragraph of the option contract, of which a complete copy is given in the foregoing .statement. That paragraph embraces three separate and distinct subjects, and each should be considered by itself, except in so far as the consideration of the language applicable to the one may aid in construing the language applicable to one or both of the others.

1. As the plaintiff recovered judgment for $11,000, as the excess of operating liabilities over and above the cash assets and operating supplies at the time of making the exchange- and closing the contract, September 30, 1890, under that clause of the paragraph which is inclosed in parentheses, and as there is no appeal from that part of the judgment, the clause in parentheses is thereby practically eliminated from any further consideration on this appeal.

2. Ey such elimination, and omitting non-essentials, the' third paragraph is to the effect that the defendants thereby agreed that the capital stock of said railroad companies was <£ subject only ” to a first mortgage at the rate of $17,000 per mile, “issued, or to be issued” upon an aggregate mileage for the three railroads named of 362J miles of main line completed railway, and subject further to an equipment mortgage of $400,000, “issued or to be issued,” and that, with the exception of the above indebtedness, said railroad companies should have no other indebtedness, and that all the tracks, depots, real estate, and equipment, except the equipment represented by the equipment mortgage aforesaid, should likewise be free from any debt or incumbrances, except as above specified.

Counsel strenuously contended that the language employed with respect to the first mortgage for $11,000 per mile of the main line of completed railway, mentioned, -was by way of description, and not by way of a limitation upon the amount of indebtedness secured by that mortgage. There would have been much force in the contention had the mortgage been for a fixed amount and such amount had been referred to, merely by way of description. But, as indicated, the mortgage was to secure bonds “ issued or to be issued.” A considerable portion of the bonds were issued in 1884, about the time the mortgage was executed. Others were issued from time to time as sections of the main line of the road had been, or were thereafter, completed. The court finds that 5,151 of those bonds, of $1,000 each, amounting to $5,151,000, were issued prior to the execution of the option agreement, and 1,007 of those bonds, of $1,000 each, amounting to $1,007,000, were issued after the execution of that agreement and before the completion of the deal. Obviously, no purchaser could, at the time of making the contract, know the number of such bonds which had then been issued. Much less could he know the number which might thereafter be issued before closing the deal. Moreover, such purchaser could not know at the time of making the contract whether any of the interest on any of such bonds had been paid, or, if any bad been paid, the amount thereof, or whether any that remained unpaid would be paid prior to closing the deal. As to any and all such facts the purchaser was necessarily compelled to rely upon such information and such promises as the sellers might impart or make.

In construing contracts, courts are not only required to look at the language employed, but the subject matter and the surrounding circumstances, and thus avail themselves of the same light which the parties possessed when the contract was made. Merriam v. U. S. 107 U. S. 441, and cases there cited. Where the language of a contract is susceptible of two meanings, the court will infer the intention of the parties, and their relative rights and obligations, from the circumstances attending the transaction. U. S. v. Gibbons, 109 U. S. 200. “ In the interpretation of any particular clause of a contract, the court is required to examine the entire contract, and may also consider the relations of the parties, their connection with the subject matter of the contract, and the circumstances under which it was made.” Chicago, R. I. & P. R. Co. v. D. & R. G. R. Co. 143 U. S. 596; Knox Co. v. Ninth Nat. Bank, 147 U. S. 99.

Putting ourselves in the shoes of the parties at the time of making the contract, and remembering that the first mortgage was not only to secure bonds which had been issued, but such as should thereafter be issued up to the time of closing the deal, and hence that the amount of such indebtedness was not only then unknown to the purchaser, but unascertainable by either party, and it is very obvious that a purchaser of ordinary prudence would naturally exact, and the sellers willingly make, some stipulation as to the limit of such indebtedness at the time when the deal should be closed. In our judgment, the third paragraph of the contract does contain such a stipulation. Had the parties intended that the amount of the first mortgage should be mentioned merely by way of description, then the paragraph should have stopped with such mention, but it did not. On the contrary, it declares, in effect, that the capital stock of the three companies was “subject onk/” to a first mortgage at the rate of $11,000 per mile of the “main line of completed railway,” “issued or to be issued.” Then, after providing, in effect, that the three roads should be “subject further to an equipment mortgage of $400,000, issued or to be issued,” and operating liabilities to an amount not exceeding the cash assets and operating supplies, it declares, in effect, “ that, with the exception of the above indebtedness, said railroad companies shall home . . . no other indebtedness, and that all the tracks, depots, real estate, • and equipment, except the equipment represented by the equipment mortgage aforesaid, shall likewise be free from any debt or vneumbrcmees, except as above specified?’ The ■rule is universal that general words in a contract ai’e strengthened by exceptions, and weakened by enumeration. Webster v. Morris, 66 Wis. 395, and cases there cited. Here the exceptions and limitations are stated in different ways, apparently to avoid all possible mistake. We are constrained to hold that, by a fair construction of the third paragraph, the defendants, in effect, guarantied to Miller and his assigns that the amount of the indebtedness secured by the first mortgage should not, at the time of closing the deal, exceed the rate of $11,000 per mile of the main line of completed railway.

The court found, and it is conceded, that the principal sum named in the outstanding bonds at the time of closing the deal was $6,158,000, which amount was only $250 less than at the rate of $11,000 per mile of the main line of such completed railway, and that there was also at the time of closing the deal outstanding and unpaid interest on said bonds to the amount of $123,340, making the amount in excess of the sum so guarantied $123,090. It is to be observed that the construction so put upon the contract is the same as that given to it by the defendant Alfred M. Hoyt, who was the active person in negotiating the contract on behalf of tbe defendants, and wbo wrote the original draft of the same, and then, three days after its date, wrote to Mr. Miller to the effect that his construction of the third paragraph would make it necessary for the defendants “to assume the interest on the bonds referred to therein, to the date of the transfer” to him under the contract; although it should be stated that several of the defendants were unaware of that letter, and never acquiesced therein.

3. It is further contended on the part of the defendants that, even if the third paragraph is to be thus construed,— that the indebtedness should not exceed the $11,000 per mile of the main line of completed road,— still the excess mentioned is'more than offset by the difference in the amount of the equipment bonds actually issued and the amount authorized to be issued under the equipment mortgage, and hence that the sum total of the indebtedness of the three companies did not exceed the limitations guarantied by the defendants. This calls for a construction of the language of the contract applicable to the equipment mortgage. That language is to the effect that the defendants further agree that the capital stock of the three companies is “ subject further to an equipment mortgage of $400,000, issued or to Toe issued, . . . and that,' with the exception of the above indebtedness, said railroad companies shall have . . . no other indebtedness, and that all the tracks, depots, real estate, and equipment, except the equipment represented hy the eqtdpment mortgage aforesaid, shall likewise bs free from any debt oí’ vneumibrcmees, except as above specified;” that said Miller or his assigns “ shall have the privilege of taking the aforesaid equipment bonds, amounting to $400,000, upon prepayment to the party or parties who may have advanced money thereon, together with six per cent, interest from the date of such advances until the date of payment.” By “ equipment,” as used, we understand reference is made to the locomotives, cars, furniture, etc., with which the three railroads mentioned were, at the time of closing the deal, to be equipped. The -equipment mortgage was to secure bonds which had been issued prior to the making of the contract, and also such as should thereafter be issued, up to the time of closing the deal. The bonds so issued prior to closing the deal would, we infer from the language employed, be equivalent in value to the locomotives, cars, furniture, etc., with which the three railroads mentioned were then equipped; hence, the expression, “all the tracks, depots, real estate, and equipment, except the equipment represented by the equipment mortgage aforescdd, shall likewise be free from any debt or incumbrances, except as above specified.” Besides, the contract secured to Miller and his assigns the privilege of taking up such of the equipment bonds as should be issued prior to closing the deal, by repaying to the party or parties who held the same the moneys they had respectively advanced thereon, together with six per cent, interest from the date- of such advances until the date of payment. These provisions pretty clearly indicate an intention to regard the locomotives, cars, furniture, etc., constituting the ' equipment, as equivalent in value to the outstanding equipment bonds. True, the contract speaks of “ an equipment mortgage of $400,000,” but it is followed by the words, “ issued or to be issued,” clearly indicating that only a part of the bonds had been issued when the contract was made, and that the balance might thereafter be issued. Manifestly, the excess of the indebtedness1 on the first mortgage mentioned cannot be tacked to the equipment mortgage. In other words, those mortgages are treated in the agreement as separate and distinct from each other.

By the Oowrt.— That part of the judgment of the circuit court appealed from is reversed, and the cause is remanded with direction to enter judgment in favor of the plaintiff and against the defendants for the additional amount of $123,090, with interest thereon from December 1, 1890.