Heywood v. Heywood , 42 Me. 229 ( 1856 )

Tenney, J.

This action is for the recovery of the arrears of rent, claimed to be due under a lease, in which is the following: “ And the said Zimri, on his part, agrees to pay annually to the said Anna W., for the use and rent of the premises, the sum of $40, together with two lambs and two good fleeces of wool, per annum, &e., the payment of said sum of $40 to be made after the following manner, to wit: ten bushels of corn at 75 cents per bushel, eight bushels of wheat at 81 per bushel, twenty-five bushels of potatoes at 1 shilling per bushel, and two tons of hay at $5 per ton; the balance in cash, or country produce at cash price.”

Among other things, the plaintiff claims the entire rent of the premises for one year, ending Dec. 11, 1852, and insists that she is entitled to the amount of the actual market value at that time, of ten bushels of corn, eight bushels of wheat, twenty-five bushels of potatoes and two tons of hay, in addition to the ton dollars to be paid in cash, or in country produce at cash price, when these articles are shown to have had a value greater than that stated in the lease. On the other hand, the defendant resists this construction of the contract, and contends that, failing to deliver the specific articles, he is bound to account only for the rent at its agreed value in cash.

The legal question presented in this case, is one which has been before judicial tribunals in other States, and Courts upon it have come to different conclusions. The doctrine, which the plaintiff insists is the true one, has been adopted in Meason v. Phillips, Addis. Rep. 346, and in Edgar v. Bois, 11 Serg. & Raw. 445, in Pennsylvania. In New York, also, the same doctrine was held by the Supreme Court, in Pinney v. Gleason, 5 Cow. 152, 411; in Clark v. Pinney, 7 Cow. 681; and in the State of Tennessee, as appears by the case of McDonald v. Hodge, 5 Haywood’s Tenn. R. 85. The contrary was maintained in Connecticut, in Brooks v. Hubbard, 3 Conn. 58, 60; in New York, in Smith v. Smith, 2 Johns. 243; also, by the Court of Common Pleas, in the case before cited of Pinney v. Gleason, whose opinion was adopted in the Court of Errors unanimously, and the decision of the Supreme Court was reversed. Pinney v. Gleason, 5 Wend. 393.

In most of the cases referred to, the market price of the articles at the time stipulated for their delivery, was less than that agreed upon in the contract; and on this point, Chancellor Walworth remarks, in referring to the case cited from 7 Cow. 681, upon giving his opinion in Pinney v. Gleason, 5 Wend. 393: “the particular terms of the contracts are the same in both; and the only difference in the cases is, that in one the salt was worth more, and in the other less, than the price specified in the note. The same principle, therefore, is applicable to each.”

When we apply elementary principles to the question, difficulties, which at first appear formidable, will vanish. Money is the natural standard of value, which theoretically is not supposed to fluctuate from year to year; and when the sum in dollars and cents is expressed in a contract, to be paid by one to the other, it should not be rejected for a more uncertain standard. Hence, a note payable in specific articles, is considered of loss value than a note payable in cash. Chipman on Con. 35.

Pothier holds that the agreements for paying any thing else in the place of what is due, are always presumed to be made in favor of the debtor, and hence he has always the right to pay the particular thing which he has admitted was due, and the creditor cannot demand any thing else; and as an illustration, he puts the case of the lease of a vineyard, at a fixed rent, expressed in the terms of commercial currency, but payable in wine. In such a case, the lessee is not bound to deliver wine, but may pay the rent in money. 2 Ev. Pothier, 347, No. 497. Mr. Chipman supposes a case of a note for $100, payable in wheat at 75 cents a bushel, and concludes that it is within the principle referred to by Pothier,. that the debtor may pay the $100 in cash, or in wheat at the price specified. He considers the fair interpretation of the contract to be, the creditor agreed to receive wheat instead of money, and to avoid disputes about the price, they fixed it in the contract. If at the time fixed for the payment of wheat, it should be worth 50 cents, when the price fixed in the contract was 75 cents, he may pay his debt at 75 cents. That, if the parties had intended the risk in the rise and fall of the ivheat, should be equal with both, the contract would have been simply for the payment of a certain number of bushels. Chip, on Con. 35.

It is a general principle, that no word in a contract is to be treated as a redundancy, if any meaning, reasonable and consistent with other parts, can be given to it.

In this case, if the principle contended for, in behalf of the plaintiff, should be applied, this contract must be treated the same as a contract to pay the specified quantities of corn, wheat, potatoes, and hay, together with ten dollars in cash, or country produce at cash price, and two lambs, and two fleeces of wool, without the mention of the sum to be paid in the commercial currency. So were the decisions which are favorable to the plaintiff. But this doctrine cannot be admitted. The important agreement, that the sum to be paid was one fixed by the standard of the law, cannot, with propriety, be disregarded, and the liability be determined by one which is uncertain, changing from year to year, from month to month, and even from day to day; depending, too, upon opinions of men, which may differ essentially according to their places of residence, the business in which they are severally engaged, and their various recollections of facts, which are the basis of their opinion, after they have occurred.

According to written authorities cited, the contract to pay a certain sum in specific articles, at an agreed price, being for the benefit of the debtor, he has the election to pay in that manner, or in cash, at the time agreed upon; and a tender, if made at the exact time of payment, in lawful money, would bar an action on the contract. This is a corollary from the principles of these authorities.

In this case, the value of the rent was fixed at the sum of $40 for each year, payable at its termination. It is manifest, that the parties designed to avoid all uncertainty touching the value of the articles to be paid for the three-fourths of the yearly rent, and fixed the prices themselves. The plaintiff undoubtedly regarded it a less evil to incur the risk of having her rent paid in articles, which she was willing to receive, at a price above the market value at the time of payment, than to ascertain the true value, and perhaps be subjected to litigation, on account of a difference of opinion between herself and the lessee. If he should tender the articles at the day, the rent was paid so far, notwithstanding the real value was much greater or less than that agreed upon; no appeal could lie from their own decision of the value. If the lessee failed to deliver the articles altogether, the standard of the damages to the lessor had been fully agreed upon by them in the contract. If the rent was $40 a year, and corn, wheat, potatoes and hay, to the amount of three-fourths of that sum, were worth a certain and fixed price, by their agreement, it is not perceived, that they designed to seek the uncertain information of the amount to be substituted for these articles, but should be as they had determined, and conforming to the whole value of the rent, as agreed.

It is true, as contended by the plaintiff’s counsel, that when the market value of the specific articles, named in the lease, should be below the standard agreed upon, the rent being received therein would fall short of its estimated value; and, in a reversal of this supposed state of the market, the payment in cash could never exceed this sum. It is true, the plaintiff was thus exposed; but the contract cannot, therefore, be changed, if its construction is obvious. Both parties must abide by the contract, according to their intention, as derived from the lease itself. The value of the rent was matter of agreement between the parties, and was not subject to be changed by the omission to deliver the articles, in which it was contemplated payment could have been made.

Exceptions sustained. — New trial granted,

Appleton, J., concurred.