Rice v. West , 11 Me. 323 ( 1834 )

Mellen, C. J.

It is a plain principle of law, not now to be drawn in question, that the construction of a written contract is not to be aided by parol testimony, unless in some peculiar circumstances ; as in case of a latent ambiguity, and possibly, where the contract is unintelligible as it stands ; however that may be, need not be discussed here. It is not contended that such evidence is admissible in the present case ; and if it were, the facts stated in Taylor’s deposition, which we have examined for another purpose, would not in our opinion aid the defendant. This case differs from that of Hobart v. Dodge, lately decided in the county of York, [1 Fairf. 156.] There the printed words in the noteon demand” were erased by two parallel lines drawn across them, and then the promise stood thus : “ I promise to pay to A. B. or order the sum of-and interest after four months.” The Court considered and decided that neither the debt nor the interest was payable under four months ; that the limitation as to time was equally applicable to principal and interest; and that we had no authority to appropriate such limitation to one of those subjects only. And besides, the erasure of the words “ on demand” furnished evidence that neither party understood or intended that the note should be payable on demand. But in the case before us, the language of the defendant’s promise is perfectly plain, and it requires much ingenuity to misunderstand it. The promise is to pay the debt on demand, (with a comma at the end of that word) with interest after six months. This limitation extends only to the interest, and it cannot be applied to the principal, without destroying the sense and effect of the preceding words “ on demand.” It is an undisputed principle and rule of construction, that it should be such, if possible, as to give operation to all the words and provisions in the contract; because the parties must be presumed to have inserted them intentionally and for some good purpose. Why were the words “ on demand” inserted, if the payment of the note could not, and was not intended to be demanded or demandable under six months ? Shall we suppose the parties made such an absurd and contradictory contract ? But it is enquired, why was interest made payable after six months, upon a sum of money demandable in one month. The first answer is, because the parties chose to make such a contract; and the second answer is, that the principal should draw interest after that time, if the creditor should be disposed to indulge the promissor with delay, or ii the promissor should, by his own refusal or delay, prevent the creditor Horn collecting the money due until after the lapse of the six months. It is admitted that the note in question was given for goods purchased; but the construction of the language of the note cannot depend on that circumstance.

Defendant defaulted,