25 Ga. App. 210 | Ga. Ct. App. | 1920
(After stating the foregoing facts.)
The court did not err in either of its rulings on the pleadings.
1. No emergency requiring haste in signing the note is alleged, and no confidential or fiduciary relation existed between the person who drew the contract and the defendant. Indeed, the plea alleged that the note was drawn by the attorney for the plaintiff. “The parties were dealing at arm’s length.” “Where one who can read signs a contract without apprising himself of its contents, otherwise than by accepting representations made by the opposite party, with whom there exists no fiduciary or confidential relation, he can not defend an action based on it, on the ground that it does not contain the contract actually made; unless it should appear that at the time he signed it some such emergency existed as would excuse his failure to read it, or that his failure to read it was brought about by some misleading artifice or device perpetrated by the opposite party, amounting to actual fraud such as would reasonably prevent him from reading it.” Tinsley v. Gullett Gin Co., 21 Ga. App. 512 (2) (94 S. E. 892), and cit.
2. The court properly construed the words “one year after-date or as soon as J. B. Crawford’s estate is wound up” to fix the maximum limit of the maturity of the note as one year after date. Contracts must be so construed, if possible, as to give effect to all the words and clauses thereof. The only way to give effect to the two clauses relating to the maturity of the note is to construe them to mean “one year after date, or as soon as J. B. Crawford’s estate is wound up if prior to that time.” Any other construction would render the words “ one year after date ” meaningless, and postpone the maturity of the note to some indefinite and uncertain time in the future.
Judgment affirmed.
