250 Pa. 425 | Pa. | 1915
Opinion by
This is an action of assumpsit to recover a balance alleged to be due on an anthracite coal lease. The amount claimed is the difference between the total of the amounts paid by the lessee, during the term of the lease, and the total claimed to be due for royalties on coal
Hugh Bellas died in 1863 possessed of the William Green tract of land, and leaving to survive him three daughters. He left a will by which he appointed three executors who died or renounced, and letters c. t. a. were issued to Franklin B. Go wen, and on his resignation, to Simon P. Wolverton, who acted as administrator until his death in 1910, whereupon letters were issued to the plaintiffs. He empowered his executors to lease or sell the Green tract of land. The will also gave to the executors, or any two of them, “full power to lease, ......sell......all or any part of my estate, real or personal,......and if it happens that only one of the persons named as executors should accept the office or survive, then the power above given to sell real estate shall be executed by him, but only on the written request of my three daughters, or some two of them.” The testator’s three daughters were his residuary devisees and legatees, and they, or those representing their interests in his estate, executed a writing, dated February 1,1884, requesting and authorizing Mr. Wolverton, as administrator, to enter into a lease of the Green tract of coal with the defendant for the term of twenty years. This authorization recites that the defendant proposed to take a lease and some of the terms thereof which were embodied in the lease subsequently executed. The defendant, as shown by the recital, proposed to pay a certain rental per ton for the coal mined and removed from the demised premises, “a right-of-way of five cents per ton on all coal mined from other lands and carried through
Mr. Wolverton, as administrator, executed the lease, dated February 1,1884, for a term of twenty years from January 1, 1884, which recited the authority contained in the will and that he had been authorized and requested by the parties beneficially interested to make the lease.
The lessee covenants: “First. To pay to the party of the first part, as rent for the demised premises,” a graduated rent, beginning at thirty-five cents a ton for large and prepared sizes, five cents a ton for buckwheat coal, and three cents a ton for coal dirt, “mined and carried away, or shipped from the demised premises,” during the years from 1884 to 1890, then increasing one cent a ton on the large sizes in each year to- the end of the term, and one-half cent a ton on the buckwheat and coal dirt from 1894 to the end of the lease. The lessee further covenants: “Second. To pay a rent or right-of-way of five cents per ton on all coal mined from other adjoining lands and carried through the said demised premises, during the said lease, to be paid monthly, at the same time and in the same manner, as herein provided for the payment of rents on coal mined from the demised premises....... Third. To pay the rents in cash at the office of the party of the first part, in the Borough of Sunbury, on the fifteenth day of each and every month during the term hereby created, for all coal mined and shipped from the demised premises during the preceding month....... Fifth. To mine and ship from the demised premises, after the first day of January, Anno Domini one thousand eight hundred and eighty-eight, at least eight thousand three hundred and
The plaintiffs claim that the defendant, during the term of the lease, mined from*adjoining lands and carried through the demised tract 4,739,192.01 tons of coal, the rent or right-of-way charge on which amounted to $236,959.62; that during the term the minimum royal
The principal and a controlling question in the case is whether the minimum monthly royalty or liquidated rental required to be paid under-the lease includes the right-of-way charge on coal mined on adjoining lands and carried through the demised premises, or whether the right-of-way charge is to be paid in addition to the minimum royalty required by the lease to be paid. The defendant company contends that the word “rents” in the third and fifth covenants or clauses must be construed as including the rent or royalty on coal mined on the leased premises and the rent or right-of-way charge for coal carried through the tract from other lands and therefore the lease authorized the lessee to include the right-of-way charge as part of the minimum royalty payable each month; that the plaintiffs are estopped to assert a contrary interpretation of the lease, and that the suit is really to recover the right-of-way charge and the written evidence shows that it had been paid in full.. The plaintiffs, on the other hand, claim that the word “rents,” as used in those clauses of the lease, clearly means only the rentals or rpyalty on the coal mined from the demised premises, and heneé the lessee was required by the terms of the lease to pay monthly, in addition to such rentals and a sum sufficient to make up the minimum royalty, the right-of-way charge on coal carried from adjoining lands through the leased premises. They deny that they are estopped from enforcing their
We agree with the learned court’s conclusion. The terms of the lease relating to the minimum monthly royalty provide that the lessee shall mine and ship from the demised premises at least 8,333 tons of coal monthly. The lease was made by an administrator with the will annexed and recites that he was empowered by the testator and was authorized and requested by the beneficiaries to enter into it. The written authorization to the administrator by the beneficiaries discloses that the terms proposed by the lessee and accepted by the beneficiaries were certain stipulated rentals for the various sizes of coal mined and shipped from the leased premises and a right-of-way charge of five cents per ton for coal mined on adjoining lands and carried through the demised premises, and that, after a certain date, the lessee should “mine, prepare and ship at least 100,000 tons of coal annually, or pay rent for that number of tons.” The right-of-way charge is not referred to as rent in this authorization, which, we think, requires the lessee to pay the charge in addition to the royalty on the minimum quantity of coal which the lessee was to “mine, prepare and ship.” Eliminating, however, the beneficiaries’ authorization from the case, the terms of the lease itself leave no doubt as to its proper construction. The primary purpose of the lease, as its terms disclose, was mining the coal on the demised premises and the revenue to be derived therefrom by the beneficiaries. The seventh paragraph requires the lessee “to work the veins of coal hereby demised, simultaneously and continuously......to their full capacity.” The right or permission of the lessee to use the premises for carrying coal from other lands was of minor importance. The
That the word “rents” in clause. 3 does not include the right-of-way charge is further clearly indicated. If so construed, the provision in clause 2 that the right-of-way charge shall be paid “at the same time and in the same manner, as herein provided for the payment of rents on coal mined from the demised premises” would
It is a rule of construction that an interpretation will not be given one part of a contract which will annul another part of it or produce absurd results. This would obviously occur, as pointed out in the argument, if the appellant’s contention be sustained and the phrase “mined and shipped from the demised premises” be construed as including coal mined on adjoining lands and carried through the leased premises, as it would practically nullify the minimum royalty provision. The minimum tonnage required to be mined is 8,333 tons per month, but the provision would not apply if the aggregate tonnage mined and shipped from the demised premises and the aggregate tonnage carried through the premises equalled the minimum tonnage of 8,333 tons. In fact, under the appellant’s construction, if the lessee company mined no coal on the leased tract but carried through the tract at least 8,333 tons in any month, which at five cents per ton would amount to $416.65, it would comply with the minimum royalty clause of the lease’ and that sum would be the total amount of rentals payable for the month instead of $2,917 or $3,500 as the case might be. Again, under the proviso to the fifth clause, if the lessee mined no coal during a particular month but carried a tonnage of coal across the premises, which at five cents per ton equalled the minimum rental, and paid it, the lessee would be entitled in any succeeding month to mine from the leased premises a tonnage the royalties on
We are of opinion that, under the terms of the lease, the lessee was required to pay the right-of-way charge in addition to the minimum monthly royalty, and that when it failed to mine 8,333 tons in any month, it was required to pay the difference between the royalties on the coal actually mined and the minimum, and also to pay the right-of-way charge of five cents per ton on all coal carried through the leased premises from the adjoining tracts.
When the terms of a contract are doubtful or capable of two different interpretations, the meaning put on the instrument by the parties themselves may be shown and will be enforced by the courts. Their interpretation of the instrument is strong evidence of being the correct one, and is expressive of the intention of the parties when they executed the contract. Where, however, the contract is not ambiguous or uncertain in its terms, and the intention of the parties, as disclosed by its provisions, is not doubtful, the construction acted upon by the parties is not controlling and will not be enforced by the courts. This is the settled rule of the decisions and of the text-books. Mr. Page (2 Page on Contracts, Sec. 1126) says: “If a contract is ambiguous in meaning, the practical construction put upon it by the parties thereto is of great weight, even though the contract is in writing, and, ordinarily, is controlling......The practical interpretation of the parties is to be regarded, however, only when the contract is ambiguous. If clear and free from ambiguity, the intention shown upon its face if written must be followed, though contrary to the practical interpretation of the parties, and even if such practical construction has been acquiesced in for a long
We agree with the learned court below that the plaintiffs are not estopped from maintaining this action. In discharging the rule for a new trial and denying the motion for judgment non obstante veredicto, the court says: “These plaintiffs were in the hands of a trustee who collected for them less than they were entitled to receive. There is no evidence at all that they were in possession of the knowledge that would be necessary to an understanding of the situation, and in addition to that their failure to demand at the time it was due, all that was due, worked no harm to the defendant.” The facts of the'Case do not disclose the elements of an estoppel. An estoppel can be claimed only by one who has acted in ignorance of the true state of facts: Hill v. Epley, 31 Pa. 331; Woods v. Wilson, 37 Pa. 379, and who was without suitable means of informing himself of their existence: Cuttle v. Brockway, 32 Pa. 45. If he had notice of the facts and was not misled to his disadvantage, there can be no estoppel: Duquesne Bank’s App., 74 Pa. 426; Wright’s App., 99 Pa. 425. Silence becomes a fraud and works an estoppel only when a party withholds information which the other party does not have or does not possess the means of obtaining, and which he should have to protect his rights. Where both parties know the facts or have equal means of knowledge of
There is no evidence in the case that the defendant was prejudiced or misled to its injury by the conduct of, or alleged interpretation of the lease by Mr. Wolverton or the beneficially interested parties. The lessee acted with a full knowledge of all the facts. The vouchers accompanied by a statement or memorandum of the tonnage mined on the leased premises and the tonnage carried through the premises were sent to the administrator. The vouchers received by the administrator and returned to the company stated, with very few exceptions, that the sum remitted to him was in payment of “rent on coal mined from the Wm. Green tract” or of the “minimum rental on coal mined from the Wm. Green tract,” and the amount was the minimum sum payable for the month. The receipt on the voucher distinctly stated that the sum was “received in full for above, account.” It is clear, therefore, as observed by the learned court below, that whatever the memorandum or statement accompanying the voucher may have disclosed “what was paid was the ‘minimum rental for coal mined.’ ” Mr. Wolverton so construed the payments to the heirs, as in making the remittance to them he states in his letter that it “is for coal mined during the month” named in the letter. These vouchers and receipts were prepared by, and signed on the request of the defendant company which had full knowledge of their contents and the purpose for which the money was paid and received. The statements or memoranda accompanying the vouchers will, therefore, not estop the plaintiffs here from maintaining the present action. Moreover, the receipts given by Mr. Wolverton to the defendant purporting to be in full of the amount due would not be conclusive on the present plaintiffs if, as it now appears, the sum paid was only a partial payment of the total amount due each' month for the coal mined and the coal carried through
There is nothing to support the contention that the defendant was injured by relying upon the acquiescence of the administrator and the heirs in the method of accounting, in that the lessee would have mined more coal upon the leased premises had it understood that the right-of-way charge was to be paid in addition to the minimum royalty. This contention is fully met and refuted by the fact that it paid the royalty on a large quantity of coal which it could have mined but did not mine and ship from the premises. In the absence of evidence to support its contention, there is nothing in the case to warrant the conclusion that the defendant was misled or injured by the acquiescence of the administrator and the Bellas heirs in the method of accounting.
We find nothing in the case that shows the defendant was not fully aware of all the facts when it made the monthly payments, or that the defendant was misled in any way to its injury by the administrator or the Bellas heirs. The defense of estoppel cannot be sustained.
The contention of the appellant that the whole sum claimed by the plaintiffs was paid in full is not tenable.
The amount received by Mr. Wolverton was a part of the larger sum due under the terms of the lease, and was not an accord and satisfaction: Commonwealth v. Cummins, 155 Pa. 30; Amsler v. McClure, 238 Pa. 409. The statements or memoranda, if considered as accounts stated, were not conclusive so as to bar the present action : Jones v. Dunn, 3 W. & S. 109; Vantries v. Richey, 8 W. & S. 87; Allegheny County Light Co. v. Thoma, 31 Pa. Superior Ct. 102.
We have discussed and determined the controlling questions in the case without special reference to the assignments of error. Without further discussion and thereby unduly extending this opinion, it is sufficient to say that a careful examination of the appellant’s elaborate brief and the authorities cited therein has not convinced us of any reversible error in the record.
We are all of opinion that the judgment of the court below should be affirmed, and it is so ordered.