149 Ky. 576 | Ky. Ct. App. | 1912
Opinion of the Court by
-Affirminff.
In May, 1908, the Bourbon Stock Yards Company became the owner of property, which had theretofore been owned and operated by the Central Stock Yards Company. It consisted of a tract of land, upon which had been erected a large brick building, known as the “administration building,” and in addition, large wooden buildings, in which the pens for stock were made. A spur track connecting the railroad was laid through the yard, so that the stock might be unloaded conveniently near the pens, in which it was to be placed. Not desiring to longer maintain and operate the yards, which had theretofore been owned by the Central Stock Yards Company, the Bourbon Stock Yards Company made it known that the buildings would be wrecked and the material thereof sold. Woodruff & Cahill, a firm doing business in the city of Louisville, learning of this intention, began negotiations with the officers of the Bourbon Stock Yards Company for at least a part of this wreckage. After having discussed the matter with the officers of said company, and perhaps visited the grounds on one or
“April 16th, 1909.
“Bourbon Stock Yards,
City:
“We desire to submit the following proposition for the purchase of certain lumber, material, etc., located upon and formerly known as Central Stock Yards, to-wit:
“We will wreck, tear down, and remove from the premises of the Central Stock Yards, located at the end of Floyd Street in the Town of Highland Park, Jefferson County, Kentucky, all the buildings, lumber and material of every nature whatsoever, except the scales, troughs, racks, gates and the bricks thereon, and will pay at the rate of $6.50 per thousand feet for all lumber of not less than six feet in length. We agree to measure and pay for said lumber now in buildings, structures or sections before tearing down or wrecking the same, and to measure and pay for such lumber as is already down measuring not less than six feet in length before removing the same from the premises. If this proposition is accepted, we agree to begin the work tearing down and removing said lumber, material etc., at once, and shall prosecute said work as speedily as possible.”
This letter was received in due time, and on April 24th the following response thereto was sent to Wood-ruff & Cahill:
“Louisville, Ky., April 24, 1909.
“Woodruff & Cahill, City.
“Gentlemen: We will accept your proposition dated April 16, 1909, upon receiving satisfactory security. Payments to be made for each section upon measurement in advance, and before buildings are touched all remaining lumber less than six feet in length and trash to be removed from the premises by you free of expense to us and the ground left clear.
“Bourbon Stock Yards Co.,
“Per G. A. Birch, Supt.”
“W. F. Woodruff,
“ J. H. Cahill.”
Three questions are presented for consideration: First, does the language of the contract, as embraced in the two letters referred to, when given its fair, reasonable and ordinary meaning, support the contention of appellánts, that the railroad ties and rails belong to them under said contract; and, second, if the contract is susceptible of this construction, is appellee, under the pleadings, entitled to have the contract reformed; and third, does the evidence show that the contract, into which the parties really entered was different from that embraced in the two letters? All of these questions are discussed at length in the able briefs filed by counsel, but, from the conclusion we have reached, it is necessary to consider only the first question.
The object of construction is to arrive at the intent of the parties, and this intent must be gathered from the language used in the draft of the contract. Where it is uncertain from the language used just what the contract means, it not infrequently happens that a consideration of the circumstances surrounding the parties, when the contract was written, makes clear'that which might otherwise be ambiguous and uncertain. Hence, it is a well recognized rule that a contract may be construed in the light of surrounding circumstances.
It is in evidence that, prior to the date upon which appellants made their written proposition to appellee, there had been at least two conferences between the parties, looking toward an agreement for the purchase and sale of the merchantable lumber to be taken out of the buildings, when they were wrecked. At neither of these conferences was anything said about the railroad switch, but the talk was confined to the lumber that was to be taken from the wrecked buildings. Appellants * letter, in the absence of any other evidence, shows that the lumber which they were seeking to buy, would be taken from the building; for, they say: “We will wreck,
This conclusion being in accord with the finding of the chancellor, we are of opinion that the judgment enjoining and restraining appellants from disturbing or removing the spur track in question, should be affirmed, and it is so ordered.