97 Minn. 334 | Minn. | 1906
The facts in this case are as follows: In September, 1886, plaintiff was the owner of a tract of land in Hennepin county, over which the proposed line of the Minneapolis & Pacific Railway Company extended, and at that time he executed a conveyance of three distinct parcels
If said second and third strips shall not be used for station purposes for the period of one year at any one time, the same and said first strip shall revert to and revert in the party of the first part.
Subsequent to the execution of the deed the railroad company, grantee therein, took possession of the land so conveyed, constructed its railroad, and established a station thereon, which was named Hamel. An agent was installed and placed in charge of the station, which was equipped with all necessary facilities for conducting and transacting the business of the company at that point, and from which freight was thereafter received and shipped, tickets sold to passengers, telegraph office opened, and the business and affairs of the company conducted in all respects as at its other stations. The grantee and its successor, defendant herein, which has succeeded to all the rights and liabilities of the former company, thereafter continued to maintain and operate the station in compliance with the conditions of the deed and for the regular transaction of business with the public up to December, 1903, a period of seventeen years, when the agent was withdrawn and business practically suspended at that point. Since that time no ticket, telegraph, or freight office has been maintained; no agent to receive or deliver freight, sell tickets, or furnish information to the public as to transportation rates. Persons desiring empty cars at the station have been compelled .to apply therefor to the agent at another station, and to notify him when such cars were loaded and ready for shipment. Goods consigned to this station, but not prepaid, are delivered at Doretto, a station six miles away. Prepaid freight has been delivered at Hamel, but the owners thereof get no information of its arrival and are required to ascertain the fact as best they can. Trains stop there to receive and let off passengers, and the station building is kept open for the accommo
This condition has existed for more than a year, and on the theory that, for the failure of the company to comply with the conditions of the deed by maintaining a business station, the title to the land conveyed has reverted to the plaintiff, this action was brought to recover possession of the land, and for damages alleged to have resulted from the failure of defendant to perform the contract. The facts are fully stated in the complaint, to which defendant answered, putting in issue the alleged breach of conditions of the contract, alleging that the same had been substantially performed. The rights of the respective parties in and'to the land were the only questions litigated in the court below; the matter of damages claimed by plaintiff being deferred by consent until the legal rights of the parties to the land were settled and determined. Plaintiff had judgment, and defendant appealed from an order denying a new trial.
The sole question presented on this appeal is the proper construction of the conditions of the deed above quoted, under which defendant acquired title to the land. In other words, has defendant failed, within the meaning and intent of the conditions, to keep and perform the same? The condition in substance is that if the railroad company shall fail, for the period of one year at any one time, to maintain a station upon the land conveyed, the title thereto shall revert to plaintiff, the grantor. It is a condition subsequent, and operates upon failure of performance by the grantee as a forfeiture of the title conveyed, and though such conditions are not favored in law, and . are construed strictly, they are upheld when unequivocally expressed and not impossible of performance. 13 Cyc. 686. The general rule that such conditions are construed strictly against the grantor does not mean that force and effect will not be given the contract. The rule applies more particularly in ascertaining the purpose and intent of the parties, and whether the language employed by them, construed in connection with the whole instrument, amounts to a condition subsequent or a mere covenant. With the intent of the parties clear and beyond doubt, their rights and liabilities are determined precisely as in other contracts.
The rule is thoroughly settled that, where there is doubt or ambiguity in'the terms of a contract, the construction thereof by the acts and conduct of the parties will be strong evidence of their intent and meaning in entering into it. 17 Am. & Eng. Enc. (3d Ed.) 33; St. Paul & D. R. Co. v. Blackmar, 44 Minn. 514, 47 N. W. 172; First Nat. Bank v. Jagger, 41 Minn. 308, 43 N. W. 70; Hill v. Duluth City, 57 Minn. 231, 58 N. W. 993; Western Union Tel. Co. v. American Bell Tel. Co., 125 Fed. 342, 60 C. C. A. 220; 3 Current Law, 830.
From the fact that immediately after the execution of the deed in question the railroad company constructed a depot on the grounds, placed side tracks thereon, and installed an agent and a telegraph office, and for seventeen years thereafter maintained and operated the same precisely as all other stations on. its line were operated, gives force and effect to the contention of plaintiff that the company understood that
There was, at the time of this transaction, no technical legal meaning to the word “station,” and no recognized distinction in law between a • “station” and a “regular station” (Falk v. New York, 56 N. J. L. 380, 29 Atl. 157); and the fact that the legislature may have since that time made and recognized a distinction can have no effect upon rights which became vested long prior thereto. Subsequent to the time the defendant withdrew its agent from the station and ceased to transact any. further business with the public at that point, a petition was presented to the state railroad and warehouse commission for an order requiring the company to reinstate an agent; but the petition was denied by the commission upon the ground that the volume of business at that place did! not warrant or justify the company in maintaining a regular station. This fact can have no effect upon the controversy between these parties. The rights and liabilities of each must depend upon the contract made between them, as evidenced by the deed and the conditions therein, and. that must be construed, as we have construed it, in the light of the circumstances surrounding the parties at the time it was entered into.. What has transpired since, either before the state railroad and warehouse commission, or by legislative enactment, cannot in any way affect the right of plaintiff to insist upon a compliance with the conditions of the deed.
Order affirmed.