137 Ill. 309 | Ill. | 1891
delivered the opinion of the Court:
The principal controversy in this case arises upon the construction to be given to the provisions of the contract by which: the plaintiffs leased to the defendant the premises in question. The defendant, at the time said contract was entered into, was a corporation engaged in the manufacture and sale of beer, and the premises covered by the lease were and for a considerable time had been occupied and used by the plaintiffs as a saloon, where, as the evidence tends to show, large quantities of beer had been and were being sold at retail. The purpose of the defendant, in entering into said contract, as plainly appears both from the contract itself and from the surrounding circumstances, was to increase the sale and consumption of beer of its own manufacture. This was sought to be accomplished, first, by getting control of the premises where the plaintiffs had established and were carrying on a large saloon business, and, secondly, by obtaining from the plaintiffs a contract not to engage in the saloon business themselves, nor allow that business to be carried on in that locality on premises owned or controlled by them. This agreement was to run for the term of five years, and during that time the plaintiffs were prohibited from selling any of their said property without a provision prohibiting its use for carrying on the liquor business, and the same stipulation was made to apply ■to any property the plaintiffs might purchase during the term of said lease.
The consideration to be paid for all these various concessions made by the plaintiffs was $3000, payable in installments of $50 each, at the end of each month. This manifestly was agreed to be paid, not merely as rent for the premises demised, but as the consideration for all the stipulations and agreements on the part of the plaintiffs contained in the contract. It was accordingly stipulated that a termination of the demise for non-payment by the defendant of the installments as they should fall due should not affect the defendant’s liability to pay the residue of the stipulated consideration.
The provisions of the contract on this subject are, that in .default of the payment of any one installment of rent for ten days after the same shall become due, the defendant will, at the request of the plaintiffs, quit and surrender to them peaceable possession of the demised premises, “but for this causo the obligation to pay shall not cease.” A subsequent clause-provides for the payment of double rent in ease the defendant should hold over after the termination of said lease or its forfeiture for non-payment of rent.
When all the provisions and circumstances of said contract are taken into consideration, there seems to be no reasonable-doubt as to the intention of the parties that, the mere surrender of possession of the building leased, though made upon demand by the plaintiffs based upon a default in the payment of an? installment of the rent, should not terminate said contract altogether, but only the defendant’s right to the possession of' the building leased, thus leaving all the other provisions of the contract, as well as the defendant’s obligation to pay the stipulated consideration, in full force. The agreements on the part of the plaintiffs unaffected' by the surrender, and which the defendant may still enforce constitute a substantial and material part of the consideration of the defendant’s covenant to pay the $3000, and it is not for the defendant to insist that a forfeiture, by reason of its own default, of only its leasehold interest in said building, leaving all the other provisions-of the contract valid and enforceable, shall be held to work, in its favor, a total rescission.
The parties have covenanted that the obligation on the part-of the defendant to pay the stipulated consideration should not cease by reason of the surrender of the building. This was a contract which violated no principle of law, and which the parties were clearly competent to make, and no reason is apparent why it should not be enforced.
The defense of ultra vires can not avail the defendant. Even admitting that entering into said contract was in excess-of the defendant’s corporate powers, yet having entered into said contract and enjoyed its benefits, it should be estopped to appeal to the limitations imposed by its charter for the purpose of escaping payment of the stipulated consideration. Bradley v. Ballard, 55 Ill. 413.
We think the case was properly disposed of by the Appellate Court, and its judgment will be affirmed.
Judgment affirmed.
