Maryland Coal Co. v. Cumberland & Pennsylvania Railroad

41 Md. 343 | Md. | 1875

Grason, J.,

delivered the opinion of the Court.

Assuming, for the purposes of this case, that the covenant, entered into by the appellee and the George’s Creek Coal and Iron Company, is such an one as would, if unrestricted, run with the land and pass therewith to the grantees of the covenantee, (a question we deem if unnecessary to decide in this case,) we think the contract itself very clearly confines the benefit of the covenant to the George’s Creek Coal and Iron Company and its lessees only. The covenant is in the words follorving: “And the said Cumberland and Pennsylvania Railroad Company further covenants and agrees to and with the said George’s Creek Coal and Iron Company, that the coals and other products of the mines on the lands now held by the George’s Creek Coal and Iron Company, and all other matters tendered by the last named Company, or its lessees, or any of them, to whom the said lands, or any part thereof shall or may be demised, for transportation over the railroad, now owned by the Cumberland and Pennsylvania Railroad Company, or over the railroad now contracted to be sold to the said company, or over any part or parts thereof, shall, at all times hereafter, be carried and transported upon terms as favorable, with respect to prices for tolls and for transportation thereof, and all othér facilities, as like articles are carried and transported, for, or on account of, the most favored customer of the Cumberland and Pennsylvania Railroad Company, it being the true intent of this indenture and of the parties hereto, that, in reference to transportation over said railroad, and every of them, the George’s Creek Coal and Iron Company, and the lessees of said company and every of them, shall stand, •in every respect, on the footing of the most favored customer of the Cumberland and Pennsylvania Railroad Company ; and further, that for tolls and transportation over the railroad now agreed to be sold by the George’s Creek Coal and Iron Company to the Cumberland and Pennsylvania Railroad Company, or any part thereof, the former company, or its lessees, shall not be charged at higher rates than the said George’s Creek Coal and Iron Company, can or could charge for like transportation over said railroad, or such parts thereof by its charter,” &c.

In tile interpretation of written contracts it is the duty of Courts to ascertain, if possible, the intention of the parties, as manifested by the terms of the instrument. If the intention of the parties is plainly manifest upon the face of the instrument there is no room for interpretation, and there is nothing left for the Courts but to carry into effect the intention of the parties so ascertained, unless prevented from doing so by public policy or some established principle of law. The rule is well settled that, in ascertaining the meaning of words in a deed or other written instrument, technical words must be given their technical meaning and signification. Mitchell vs. Mitchell, 2 Gill, 238. Applying these rules, first, that the intent is to govern ; and secondly, that technical words must be given their technical meaning, we think that all difficulty is removed from this case. The benefit of having coal and other products of the lands transported at cheap rates of tolls by the Cumberland and Pennsylvania Railroad Company; is, in plain and unmistakable terms, restricted to the George’s Creek Coal and Iron Company and its lessees, and to them alone. In three different parts of the covenant the same restriction appeal's, and the inference is irresistible that by specifying this particular class, to which the benefit of the covenant was to extend, the parties’to the contract intended to exclude every other class. It was certainly to the interest of the appellee to restrict the benefit of cheap tolls to as small a class as possible, and it may well be conceived that the George’s Creek Coal and Iron Company was unwilling to place its grantees in such position, by extending to them the benefit of the covenant, as to enable them to compete successfully with it in the coal market. But the intention of the parties to restrict the benefit of the covenant to the George’s Creek Coal and Iron Company and its. lessees is, if possible, made more manifest by the terms of the reservation to it of the sidings connecting its mines and works with the railroad and which is as follows: “but the said George’s Creek Coal and Iron Company, notwithstanding its covenant and agreement aforesaid, doth hereby reserve to itself, in full property, the sidings now connecting, or hereafter to connect, its mines and other works with the said principal line of railroad; and doth further reserve unto the said George’s Creek Coal and Iron Company, its lessees and grantees of its lands, or of any part or parts thereof, and to every of them, the full right and power to construct such other sidings to he connected with said principal line of railroad,” &c. It will he observed that, when the parties to the deed desired to include the grantees of the George’s Creek Coal and Iron Company within the class to he benefited by a reservation or covenant, apt and technical words, to so include and describe them, were made use of in the deed. The fact that this class was expressly named in the reservation with respect to the sidings, and omitted in the covenant in respect to transportation and tolls, furnishes the strongest presumption that the parties to the contract did not intend the benefit of the covenant to he extended to the grantees of the George’s Creek Coal and Iron Company, hut that they were designedly excluded from it. The intent of the parties to the contract being thus manifested by clear and express language, there can he no implication to the contrary.

It was perfectly competent for the parties to have entered into a covenant, which, if unrestricted, would have run with the land ; but they have chosen to provide that it shall not run except in favor of lessees. There is neither allegation nor proof of any mistake in the contract.

As the parties were competent to contract, and the contract they have made is plain and unambiguous, the Court can do nothing more than decide what are its meaning and effect. The contract as made by the parties, has reserved the privilege to the George’s Creek Coal and Iron Company, its grantees, and lessees to connect their lands by sidings with, the railroad, and reserved the benefit of cheap transportation over the railroad to the last named company and its lessees alone, and as the appellant does not come within the class to which this benefit is reserved, the decree appealed from must be affirmed.

(Decided 4th February, 1875.)

It is proper to state, in justice to the Court, that the delivery of this opinion has been delayed until this time by the sickness of some of the Judges who sat in the case, and the unavoidable absence of others.

Decree affirmed.

Stewart, J., dissented.