227 Pa. 245 | Pa. | 1910
Opinion bt
February 21, 1910:
We are not convinced that there is any reversible error in this record. The statement avers that by the contract the lessees agreed “to pay to the lessors the rental of $5.00 per car for each and every day after the said date of July 9,1905, until said twenty-four cars were returned to the lessors,” and that the totalj number of days fot which the twenty-four cars were held after July 9, the expiration of the term, “was equivalent to the detaining of one car for 1,095 days, for each and every of which days the rental of $5.00 was due from the lessees to the lessors under the terms of the lease, as aforesaid, making the total sum due and payable by the lessees to the lessors $5,475.” The claim is made under covenant second of the lease and, as will be observed, it is for rentals, and not simply for compensation, for the detention of the cars after the termination of the lease.
It is a rule of universal application that in construing a contract each and every part of it must be taken into consideration and given effect if possible, and that the intention of the parties must be ascertained from the entire instrument. Every sentence and clause in the contract must be considered in arriving at the thought or intention of the parties in making the agreement. Interpreted by this rule, we think the lessees were to make only such replacements and repairs to the cars
As provided in the contract of January 23, 1905, the cars were delivered to the lessees at Farnhurst, Delaware, and went into the lessees’ service on March 10, 1905. The lessees exercised their option to terminate the lease and advised the lessors on May 31, 1905, that the cars would go out of service at the end of four months, and on July 7, by letter and telegram notified the lessors that the cars would go out of service on July 8, “when rental of same will cease,” the letter stating that the cars would be delivered to the lessors on the P. W. & B. Railroad tracks at Farnhurst, the place named in the contract for their delivery, “where they will be subject to your orders.” The lessors replied to the telegram: “Do not deliver cars to P. W. & B. Hold them for inspection your tracks Farnhurst.” At the same time they wrote to the lessees, saying, inter alia: “We have, therefore, to request that you hold the cars on your track at Farnhurst pending the result of the joint inspection, after which we can furnish you shipping instructions.” It was agreed that the cars should go out of service on July 9, 1905.
The cars were inspected by the representatives of both parties on July 10 (July 9 being Sunday), and it was agreed that certain repairs and replacements were required to put the cars in condition for delivery to the lessors. The lessees made the repairs and the cars were delivered to the lessors at various dates between July 17 and September 21, 1905.
This suit having been brought, the lessees defended on the ground that they having notified the lessors that the cars would go out of service and the rentals would cease on July 9 and the lease being thereby terminated it was the duty of the lessors to accept the cars; that the replacements and repairs necessary to be made to the cars at the expiration of the lease were those resulting from ordinary wear and tear of the service for which the lessee's were not responsible although, by mis
The lessors contended that the single issue in the case was whether the lessees were required to pay rent for the leased cars after the expiration of the lease so long as they remained in the possession of the lessees as required in covenant second of the contract, and that the question whether or not the lessees were obliged to make repairs was immaterial and was not an issue in the case. The lessors, the plaintiffs, therefore, claimed they were entitled to binding instructions.
The theory on which the court below tried the cause was that the lessors were required to accept the cars when tendered on July 9, if the repairs were only such as resulted from the ordinary wear and tear while in the lessees’ service and, failing to do so, the latter were not responsible for rentals for their detention while the repairs were being made. The court, therefore, submitted to the jury to find the character of the repairs necessary to be made at the termination of the lease on July 9, and instructed them that if they resulted from the ordinary wear and tear of the cars in the lessees’ service during the lease there could be no recovery, but that the plaintiffs were entitled to a verdict if the repairs and replacements were such as the lessees were required to make. As said above, covenant second must be construed in connection with the other stipulations in the contract, and when so interpreted the learned trial judge cannot be convicted of error in his view of the agreement. The question of fact was; of course, for the jury, -and was properly submitted. Notwithstanding the fact that the lessees made the repairs, there was ample evidence to justify the jury in finding that they were not such as the lessees were required to make under the contract. There was no reason for the lessors refusing to accept the cars on July 9,
We discover no error in the admission of testimony. It is insisted that the check should not have been admitted in evidence. The bill for the rentals from July 1 to July 9 was rendered June 29, 1905, for $1,080, and was paid by check dated July 20, on the face of which it was stated: “ In full payment contract dated January 23, 1905.” The bill was returned to the lessees stamped paid as of July 25. The plaintiffs’ statement, as noted above, avers that the sum claimed in this action is for “rentals” under the contract, and hence the contract as construed by the plaintiffs does not make the distinction, suggested in the plaintiffs’ supplemental brief, between the “rental” to be paid for the use of the cars and the “compensation” to be paid for their detention after the term. The check containing the statement that the rentals due on the contract were paid in full was, in the absence of any explanation by the plaintiffs, evidence tending to show an admission that all the rentals accruing under the contract were paid, including those in suit. The check was given eleven days and appropriated sixteen days after the expiration of the term, and ten days after it was agreed the replacements and repairs should be made, and after two of the cars had been received by the plaintiffs for which rentals are sought to be recovered in tin's action. When the check was used on July 25, the lessors knew that there had then been a delay of sixteen days in delivering the cars, and that the necessary time for repairs would require their further detention, and hence the use of the check, stating on its face to be in full payment of the contract, was, unexplained, in the nature of an admission as of that date that all claims on the contract for rentals were satisfied.
The judgment is affirmed.
