24 Haw. 787 | Haw. | 1919
OPINION OF THE COURT BY
The complainant-appellee, the Hawaiian Pineapple Company, Limited, instituted a suit in equity against Masamari Saito and Libby, McNeill & Libby of Honolulu, Limited, respondents-appellants, for an injunction to restrain Masamari Saito from selling, and Libby, McNeill & Libby from buying, merchantable smooth cayenne pineapples grown and owned by Saito at Leilehua, Island of Oahu. An order to show cause was issued and at the hearing thereon a temporary injunction was issued against the respondents as prayed for. Upon the trial of the suit the writ of injunction was made perpetual. The respondents have prosecuted an appeal to this court. On March 8, 1916, the respondent Saito held under lease certain lots of land at Leilehua aforesaid upon which he was growing-pineapples and upon that date he entered into a written contract with the complainant, the Hawaiian Pineapple Company, Limited, for the sale of his pineapple crop, which contract was to be and remain in force from May
“The Pineapple Company agrees that during the term of four years beginning May 1, 1916, and ending April 30, 1920, it Avill handle and buy under the conditions as hereinafter detailed, and Avith such exceptions as are hereinafter stated, all the merchantable smooth Cayenne pineapples that may be grown by the planter on his present holdings at Leilehua, or elsewhere on the Island of Oahu.
“The planter agrees that he Avill deliver to the Pineapple Company under the terms and conditions and with the exceptions hereinafter contained, all the merchantable smooth Cayenne pineapples that he may grow at Leilehua, or elsewhere on the Island of Oahu, or that he may OAvn or control on the Island of Oahu, during the term stated. * * * *
“It is mutually agreed that the pineapple Company will furnish f.o.b. railroad cars at Leilehua, Oahu, lug boxes for the delivery of the fruit, and that the planter wil'1 deliver said fruit f.o.b. railroad cars at Leilehua, Oahu, in said lug boxes, and that said merchantable pineapples Avill be delivered in such condition of ripeness as may from time to time be required or designated by the said Pineapple Company.”
Subsequently to the execution of said contract, to Avit, on the first day of July, 1916, and on the first day of August, 1916, respondent Saito acquired other leaseholds in and about Leilehua upon which he also grew and produced pineapples. All of the pineapples produced by Saito, both upon bis prior and subsequently acquired holdings, Avere sold and delivered to the Hawaiian Pineapple Company up to and including the month of January 1918. At about the end of January 1918 Saito ceased to deliver to the HaAvaiian Pineapple Company pineapples grown upon the leaseholds acquired by him subsequently to the execution of the contract of sale and on about the first day of April,'
The appeal of the respondents presents a variety of questions but for the purpose of this opinion we consider it necessary to discuss only the two main features of the controversy. The first goes to- the jurisdiction of the court and has its basis in the contention of the respondents that the cause is not cognizable by a court of equity because the complainant has a complete and adequate remedy at law by Avay of damages, and the second questions the correctness of the construction or interpretation of the contract by complainant and adopted by the court beloAV, it being the contention of the respondents that by the terms of the contract the respondent Salto was only obligated to sell and deliver to the complainant pineapples produced from lands which he owned or controlled on the Island of Oahu at the date of the contract and regarding these pineapples there is no present controversy.
Irrespective of what may be the proper interpretation' and effect of the contract we shall proceed first to determine the question of jurisdiction. We will therefore assume for the present, without so deciding, that the respondent Saito was bound under his contract with the complainant .to sell and deliver to it the pineapples groAvn and produced by him upon the premises which he acquired after the date of the contract.
The complainant Hawaiian Pineapple Company owned and operated a large pineapple cannery at Honolulu, some twenty miles from Leilehua; its estimated pack for the year 1918 was 901,671 cases; on or about March 18, 1918, it received and booked orders and agreed to sell its 1918 pack to various customers throughout the United States and elsewhere at a definite and fixed price. In fact it
In tfie present case it may be assumed that tfie respondent Saito kneAv that tfie plaintiff entered into the contract for the purpose of obtaining a supply of raw material for tfie operation of its pineapple cannery but Ave do not think it can be assumed tfiat Saito had in contemplation tfiat some years later the complainant would resell tfie article at a profit. There Avas no stipulation in tfie contract tfiat tfie complainant should make profits on tfie pineapples after tfie same had been prepared, canned and placed upon tfie market. Nor were there any special circumstances attending tfie transaction from which an understanding betAveen tfie parties could be inferred tfiat tfie respondent Saito Avas to make good any loss of profits incurred by reason of a breach of contract upon fiis part. Howard v. Stillwell & Bierce Mfg. Co., 139 U. S. 199, 210. See also Western Union Tel. Co. v. Hall, 124 U. S. 444. Had tfie complainant in this case proceeded at law against the
We are therefore of the opinion that equity had jurisdiction of the cause and that a court of equity alone could afford complainant adequate relief, provided of course an interpretation of the contract justifies the conclusion that there was a breach thereof.
We will now take up the consideration of the contract in order to construe it as nearly as may be according to the intention of the parties as expressed therein and from such extrinsic facts and circumstances as may properly be taken into consideration.
The paragraphs of the contract requiring construction are contained in the forepart of this opinion. The cardinal rule in the interpretation of contracts is to ascertain the intention of the parties and to give effect to that indention if it can be done consistently with legal principles and this intention will be gathered not from particular words and phrases but- from the whole context of the agreement. The contract must be considered from beginning to end and all its terms must pass in review for one clause may modify, limit or illuminate the other.
In the first paragraph of the contract quoted above the company agreed during the term of four years to buy all the merchantable smooth cayenne pineapples that might be grown by the planter on his “present holdings” at Leilehua-or elsewhere on the Island of Oahu or that he might own or control on the Island of Oahu. We think from this phraseology there is no room to doubt that the company was obligated to buy only the pineapples grown by Saito on his then holdings at Leilehua or elsewhere on the Island of Oahu. In the following paragraph the planter agreed to deliver to the company all merchantable
The contract before us is by no means without obscure, ambiguous and contradictory language, the meaning of AAdiich is susceptible of more than one construction. The construction thereof by the complainant, which has the adoption and approval of the court beloAV, Avould make of it an unusual, unfair and improbable contract.
Complainant lays stress upon what it claims Avas the contemporaneous and mutual construction of the contract by the parties because Saito up to the end of January, 1918, sold and delivered to the company all of the pineapples AAdiich he had produced on all of Ms holdings at Leilehua, acquired both prior and subsequently to the date of the contract. Little weight can be attached to. this circumstance AAdien the facts are considered. It appears that on August 10, 1916, Saito borrowed from the company the sum of $6000 and executed a chattel mortgage covering all of the pineapples raised and produced- or to be raised and produced by him upon virtually all of his holdings at Leilehua at that time and for the purpose of liquidating the mortgage indebtedness all of his pineapples AA'ere delivered to the company until the mortgage was finally paid in full on or about the tenth day of Septem
We are therefore of the opinion and hold that by the terms of the contract Saito is under no obligation to sell to the complainant pineapples produced from lands which were acquired after the contract was entered into.
The decree appealed from should be vacated and set aside, the injunction dissolved and complainant’s bill herein dismissed, and the cause is therefore remanded to the court below for proceedings consistent with this opinion.