78 F. 325 | 7th Cir. | 1897
after this statement of facts, delivered the opinion of the court.
It is undoubtedly true that proof of the circumstances out.of which, the contract grew, and which surrounded its adoption, may be proven to ascertain its subject-matter and the standpoint of the parties in relation to it, where the language of the contract is obscure or doubtful; but such evidence cannot be received to vary .the contract by addition or substitution. West v. Smith, 101 U. S. 263-271; Union Stock-Yards & Transit Co. v. Western Land & Cattle Co., 18 U. S. App. 438, 453, 7 C. C. A. 660, and 59 Fed. 49. Possibly, under the doctrine of these cases, the trial court should have entertained the evidence with respect to the situation of the parties, the subject-matter of the contract, and the circumstances under which it was entered into. We need not, however,' pause to consider this question, because such evidence could not avail to a construction of the contract which would conform it to what the ..parties may. have secretly intended but failed to express, but only to explain the meaning of the words actually employed if the language used was of obscure or doubtful meaning. We find the instrument in question to be couched in plain and unambiguous language. It. is therefore the best possible evidence of the intent iand meaning of-the parties. The provisions are not antagonistic, ñor is the language obscure. There is, as we read the contract, no uncertainty whatever in respect to the object and extent of the '.engagement. We are therefore to look to the terms of the contract to ascertain the intention of the parties, and that we must find “from the entire contract, without ignoring' or forcing from .their true significance the plain and unequivocal words and expressions of other articles.” Bast v. Bank, 101 U. S. 96; Crimp v. Construction Co., 34 U. S. App. 598, 606, 18 C. C. A. 595, and 72 Fed. 366, 371.
. ’ The defendant in error, the inventor of the patented improvements, manifestly desired to provide for the manufacture and sale nfi machines embodying the features of his inventions. It is mat
By the seventh clause; the company agreed “immediately to engage in and carry on with energy the business of making and selling sewing machines during the life of t.his contract, and shall make such number of machines as to keep the supply as nearly as practicable up to the demands of the trade, and this contract shall endure during the life of the patents issued in 1882, unless sooner terminated, as hereinafter provided.” It is insisted for the plaintiff in error that this provision has reference to the making and selling of sewing machines generally, and is not limited to the man
We fail to perceive the force of the interpretation of the trial court that it was the duty of the company, if it chose to cease operations under the contract and the manufacture of sewing machines under the patents owned by Leslie, to first exercise its option under the eleventh clause to terminate the contract. Undoubtedly, so long as the contract continued in force, the company was bound to manufacture the Leslie machines sufficient to meet the demands of the trade in that machine, but this does not prohibit the company from the manufacture of machines under other patents or of different construction; for to hold (hat, as we have before observed, would be to fly in the face of the express language of the fifth and eighth clauses of the contract. The company could terminate the contract whenever it found the business unremuner-ative, but, the contract continuing, it must meet 1he market demand for the Leslie machine. To the objection that under such construction the company could retain the; exclusive control of the patents while refusing to supply the market demand for the Leslie machines, it may properly be answered that for such breach of the agreement the company would be answerable in damages, and if the remedy at law were inadequate equity would find a way, possibly by annulling the contract and compelling a reconveyance of the patents, to stay the threatened wrong. Courts of law, however, do not sit to relieve from improvident contracts, but to interpret and enforce the agreements which parties have themselves made. We are of opinion that the trial court erred in its exclusion of evidence which would tend to show that the machines manufactured did not involve any of the essential principles covered