176 Mass. 1 | Mass. | 1900
These are actions upon guaranties signed by the defendant and others in similar form as follows : “ Chicago, Jan. 1, 1886. We hereby guarantee the payment to Mr. William J. Rotch of a dividend of 6% per annum on stock subscribed to this day in the corporation of French, Potter & Wilson.” It appeared that Rotch and Seabury, the other person receiving a guaranty, respectively subscribed for one hundred shares in the corporation. The plaintiffs contended and the jury found that the agreements to take these shares were the considerations for the guaranties. The first question raised by the exceptions is whether there was any evidence to support these findings. We shall assume for the purposes of decision that the evidence was sufficient. The agreements suggest the consideration upon their face. The defendant testified to an interview on December 28, 1885, in which Rotch and Seabury and another in the morning said that they would each take $10,000, and in the afternoon asked for a guaranty, to which the defendant replied that he and his associates would give it if the subscribers would give them all the money they wanted to make the business a success. This, it appears from other conversation, meant, if they would take $50,000 instead of $30,000.
But the defendant contended and asked a ruling to the effect that the guaranties had run out, and upon this ground, in the opinion of a majority of the court, he must prevail. We assume without deciding that more than one dividend was guaranteed, but we are of opinion that the agreement does not purport to be a contract enduring as long as the shares represented by Rotch’s and Seabury’s certificates shall be in existence, or, in other words, during the whole life of the corporation.
The meaning of the words might vary according to circumstances, and the interpretation of them is a question for the instructed imagination, taking the facts just as they are. When a guaranty is asked for and given in the way in which this was, what is it reasonable to suppose that a normal business man means ? No doubt if we consider mainly the object which Rotch and Seabury had in exacting the guaranty, (Drummond v. Crane, 159 Mass. 577, 579,) the same considerations which led them to want one logically would lead them to want one which should go to the character and value of the stock, one which should be of a duration equal to that of the stock, and which would be as use
This was not a guaranty offered to the public in the market, as an inducement to subscribe. It was not a guaranty indorsed upon a bond or certificate of stock, as in Stillman v. Northrup, 109 N. Y. 473. Rotch and Seabury had had previous dealings with the defendant and the other guarantors while the latter were doing business as partners and were selling agents for a corporation in which Rotch and Seabury were interested. Rotch and Seabury wanted the guarantors to form the corporation in which they afterwards took stock, and simply got this separate paroi agreement thrown in, although not gratuitously, at the last minute, after they already had become desirous to see the enterprise started.
Under such circumstances it does not seem to us clear that the parties meant to bind themselves for more than a reasonable time, while the conditions remained substantially unchanged, if indeed they went further in their minds than their respective personal relations. See Park v. Whitney, 148 Mass. 278. The promise guarantees a payment “ to Mr. William J. Rotch” personally, without mention of executors, administrators, or assigns. It guarantees no more in terms. A promise to pay a like sum annually to Rotch or Seabury would be limited to payments during their lives. However we might deal with similar words in a different case, we are of opinion that in the present one, after a reasonable time had elapsed, they had no further operation when Rotch and Seabury ceased to be stockholders by death.