21 N.J.L. 704 | N.J. | 1848
The Chief Justice delivered the opinion of the court.
On the trial, the plaintiff having proved the due execution of the contract, and rested his evidence, the defendant moved for a nonsuit. This motion was refused, and the refusal forms one of the grounds of error.
Whether the decision of the court in refusing to nonsuit, was or was not erroneous, depends upon the construction to be given to the contract. Was the plaintiff’s right of recovery complete upon proof of the contract, or was he bound to prove something further to entitle him to recover? If it be an absolute obligation to pay money, as a bond or sealed bill, the plaintiff has merely to prove the contract. But if the obligation on the part of Rogers were not absolute, but depended upon some act to be first done by Colt, or upon some-other condition precedent, then it was necessary to shew that condition complied with, in order to establish a valid cause of action. It becomes then a pure question of construction.
The contract must undoubtedly be construed according to the intention of the parties. But that intention is to be gathered from the contract itself. If there be no ambiguity in the contract; if the contracting parties have declared their intention in plain and unequivocal language, there can be no construction against the words of the contract. We may not alter the terms which the parties themselves have adopted, or make a new con- . tract for them. The construction must be agreeable to the common understanding of the terms used, without regarding technical meaning or grammatical propriety. And it must be upon the whole contract, so that one clause or phrase may qualify, enlarge, restrain, or even totally defeat another.
The contract on the part of Colt, the plaintiff below, is as follows : “ For and in consideration of the sum of $625, to me in hand paid or secured to be paid, by Platt Rogers, I do hereby sell, assign and transfer to him or his assigns, my one-fourth interest in the house and lot called the Dr. Warren property, now standing in the name of C. M. Godwin., on which- there is a. mortgage of $1500.”'
1. Its language imports a present, immediate transfer of Colt’s interest in the land. “ I do hereby sell, assign and transfer.” There is no allusion to any further act to be done.
2. The instrument is valid and effectual to transfer the grantor’s interest. No farther act was necessary. He had but an equitable or beneficial interest, not the legal title. It needed no formal deed, no acknowledgment, no recording.
d. There is no other language in the instrument clearly shewing a different intent, by which the natural import of these terms is altered, or their effect qualified.
4. On the delivery of the instrument the whole equitable interest of Colt passed and vested in Rogers. lie acquired an immediate right to the rents and profits of the property. It is immaterial whether in point of fact be did or did not receive them. He acquired by the contract an absolute, immediate, irrevocable right to receive them, and to enforce their payment in a court of equity. He acquired, moreover, a right to have the legal title conveyed to him, and to force the conveyance, if necessary, by means of a court of equity. If he failed to collect the rents, or to acquire the legal title, the fault lay at his own door.
5. On the execution of the contract, Colt parted with all his interest in the premises. He had but an equitable interest. Thai he assigned to Rogers. From that hour ho had no right to receive the rents, no power to enforce their collection. If he had received them, it would have been on his part a gross fraud, which would have been relieved against in equity. And the trustee himself, if he had paid them to Colt after notice of the assignment, would, in equity, have been liable over to Rogers for the amount so paid.
Nor had Colt, after the execution of the contract with Rogers, any right to or claim upon the legal title. He was no longer oeslui que trust. He had no interest whatever in the premises. He could not compel a conveyance by Godwin, either to himself, or to Rogers. A bill in equity by him against God-win, to enforce a conveyance, must have been dismissed. He
There is a further clause in the instrument by which Colt authorizes and requests Godwin to convey the legal title to Rogers. This direction, though not necessary to authorize a conveyance of the legal title to Rogers, was nevertheless proper and appropriate, as evincing his assent to the transfer of title. It was all that Colt could do towards effecting the conveyance. He had, as we have seen, deprived himself of all power to compel the conveyance. He had no title to the property, legal or equitable. All the interest he ever had was vested in Rogers. As to the property, Rogers stood in Colt’s shoes. The contract .on Colts part was fully executed. He had done all that lay in his power to do. There, is nothing then in the contract on Colt’s part, to indicate that it was as to him in any sense executory.
Let us turn then to the covenant on the part of Rogers, upon which the action is more immediately founded. It is in these words: “ And the said Platt Rogers on his part agrees to assume the payment of one-fourth part of the said mortgage, and save the said John Colt harmless from the same; and also agrees to pay the said John Colt or his assigns, the said amount of $625, as. above mentioned.” Here agaiu is language of present covenant. There is no condition annexed, no reference express or implied, to any future contingency. It is not a promise to pay when the legal title is conveyed, but an absolute, unconditional promise to pay immediately. It is well settled that a promise to pay without specifying the day, is a promise to pay immediately. It is tantamount to a promise to pay “ forthwith,” or “in hand,” or to the ordinary due bill, which imports a present indebtedness.
It is not, as was ingeniously suggested by the respondent’s counsel, a covenant to pay or secure to be paid — but it is a covenant to pay as above mentioned. The only mode of payment previously mentioned, was payment in hand — a cash payment, and to that alone the clause “as above mentioned” is to be referred. If this covenant on the part of Rogers stood alone, would its meaning admit of any doubt ? Suonose that Rogers
Could such an instrument be tortured into a conditioned agreement, or a covenant to pay when he received a title? Yet that instrument is no more explicit in its terms than the covenant contained in this agreement. Indeed the instrument is too clear in its terms to admit of doubt. There is no ambiguity, and therefore no room for interpretation. There was then no error in refusing to nonsuit. The plaintiffs right of action was complete upon proving the execution of the contract.
It is assigned as a further ground of error, that the judge withdrew from the consideration of the jury questions peculiarly within their province, and assumed to decide points, which by law were exclusively for the consideration of the jury. If so, he clearly erred. The appropriate province of the court and of the jury are totally distinct. Neither may trench upon the province of the other, without a violation of legal principle, and aggression upon the rights of parties. The maxim is coeval with the common law itself, that to questions of law the court answer — to questions of fact the jury respond. A violation of the maxim is subversive of the system of trial by jury. Did then the judge withdraw from the jury the consideration of any question of fact, material to the decision of the cause ?
The construction of all written instruments, wills, deeds, bonds and contracts of every nature, belongs exclusively to the court. The legal effect of a written instrument is peculiarly a question of law — to be decided upon established principles. It would indeed be placing all rights derived from written instruments upon a most unstable foundation, to subject them to the varying opinions of jurors — without reference to fixed rules and established principles of interpretation.
The defendant’s counsel, by moving to nonsuit, admit that the interpretation of the contract was the province of the court. They asked the court to withdraw the whole question from the jury, by nonsuiting the plaintiff. And they now ask this court to reverse the judgment below, because the judge refused so to do.
But it is said that parol evidence was introduced, and that
The parties have reduced their agreement to writing. It is a contract respecting real estate, which the law requires to be in writing. It would not be competent to prove by parol, what were actually the terms of the agreement, ’nor what passed between them, even at the time of its execution. The parties have made a solemn instrument under hand and seal the depositary of their contract, and their rights cannot, and ought not, to be frittered away by the frail efforts of human memory. Now the object of the parol evidence introduced, so far as it can be gathered from its exceedingly vague and indefinite character, was to shew from the declarations of Colt that he was to procure a deed, or do some other act, before the purchase money was to be paid. This, it is manifest, was not only to vary the written contract, but would have been directly in its teeth, and utterly subversive of its terms.
But if the evidence be admissible it cannot be tolerated, than the plain language of a written contract shall be overturnéd by loose inferences, from declarations so vague and unmeaning as were imputed by the witness in this cause to the plaintiff below.
The statute provides that the lapse of sixteen years shall bar an action upon a sealed contract. A jury'are not at liberty to imply either a'bar or an abandonment from any lapse of time, short of that specified in the statute. Independent of the lapse of time, there was no evidence whatever of an abandonment of the contract.
It is also assigned for error that the judge charged the jury that the variance between the mortgage described in the agreement,'and that proved by the defendant below upon the trial, did not vitiate the contract.
The alleged variance consisted in the fact that the mortgage upon the property "conveyed was greater by $100 than that spe
in an action upon a sealed instrument, no fraud can be set up in a court of common law as k defence to the action, except such as relates to the execution of the instrument. The appropriate remedy is in equity, or by a cross suit.
lu strictness, the verdict should have been for the whole amount of $625, with interest. The error in the amount of the mortgage was not a proper set off in a court of law. But inasmuch as the encumbrance upon the premises was greater than was represented at the time of the purchase, it was strictly equitable that the excess should be deducted from the purchase money. The error was against the plaintiff below, and was assented to by him. It was altogether in favor of the defendant, and it does not lie in his mouth to complain of an error in his own favor.
Blit it is said that the judge decided the whole matter in controversy : and it is asked, with much apparent meaning, what was left to the jury? I reply by asking what fact was there to be left to the jury? The action was upon a sealed instrument. The defendant’s plea was that the instrument declared on was not his deed. Upon that plea issue was joined, and the only issue which the jury were sworn to try was, whether in fact that contract was or was not the defendant’s deed. That issue upon the most unimpeachable evidence, the jury found for the plaintiff. All the other questions in the cause were not questions of fact, but questions touching the legal effect of the contract.
Whether the contract was executed or executory; whether the promise to pay was absolute or conditional; whether the contract carried interest; and if so, from what date? — are all questions of construction to be settled upon legal principles ? not questions of fact for the decision of a jury.
I find no error in the decision of the judge on the trial, nor in the judgment of the court below, and am therefore of opinion that the judgment should be affirmed.
For Reversal — The Chancellor — 1.
Judgment affirmed.
Cited in Lord v. Brookfield, 8 Vr. 553; Leigh v. Clark, 3 Stockt. 112.