7 Neb. 210 | Neb. | 1878
The question upon which this case depends, and upon which it must be decided, is the construction to be given to the written contract between John A. Horbach, trustee for the plaintiffs in error, and George Thrall, defendant in error.
In this contract Horbach, trustee, party of the first part, “ agrees to furnish and rent for use, in the hotel known as the Grand Central Hotel in Omaha, carpets and furniture, including office safe, to cost by invoice with freight added at least twenty-five thousand dollars, to be in said hotel and ready for use in time to enable (George Thrall) the party of the second part to comply
On the part of the plaintiffs in error, it is insisted that all the stipulations in this contract are dependent on each other and must be construed together as one
In Bank of Columbia v. Hagner, 1 Peters, 465, it is said that : “ Although many nice distinctions are to be found'in the .books upon the question whether the covenants or promises of the respective parties to the contract'are to be considered independent or dependent; yet it is evident the inclination of the courts has strongly favored the latter construction as being obviously the most just;” and even where several instruments are made at the same time relating to the same subject matter, they must be construed together as one transaction to discover what was the true contract between the parties. Makepeace v. Harvard, 10 Pick., 298. Penniman v. Hartshorn, 13 Mass., 90.
And it is a familiar principle in the construction of contracts that the common intention of the parties must be collected from the entire contract; that is, one clause or condition must be interpreted by the others in the same contract, whether they precede or follow it. The maxim is ex a/ntecedentibus et eonsequentibus fit optima interpretatio.
Another rule is that when the parties have reduced their contract to writing, the law presumes that all the previous and contemporaneous negotiations, and conversations leading to the contract, are merged in it, and cannot be varied by parol testimony. Coffing v. Taylor, 16 Ill., 470. Stevens v. Cooper, 1 John. Ch., 429.
In the light of these principles, the contract must be construed. Then from an examination of the contract as one entire transaction, it seems clear that the leading purpose of the parties was to have the hotel supplied with furniture to the value of at least twenty-five thousand dollars, and that this amount of furniture was ordered before the contract was executed. The trustee acting for the plaintifis, agreed to furnish and rent for use in the hotel, furniture to cost by invoice, with freight added, not less than twenty-five thousand dollars; the language of the contract clearly indicates that this was the extent of the covenant to furnish goods, and also that these goods were then ordered, for the defendant agreed to “ buy that portion of the goods ordered for furnishing the hotel (referring to the goods mentioned in the first clause of the instrument) commonly considered perishable,” aggregating approximately the value of six thousand dollars; and at least some invoices of goods are specially referred
It is only necessary to further observe that, according to the views expressed in this opinion, the court below erred in giving to the jury the instructions excepted to, and in refusing to give those asked by the plaintiffs in error. The judgment must be reversed, and the cause be remanded.
Reversed and remanded.