Frazier v. Monroe ( 1872 )

The opinion of the court was delivered, by

Thompson, O. J.

— An express contract between parties so ambiguous in its terms as to require interpretation, may, in order to arrive at what they meant, be considered in the light of the surrounding circumstances at the time. This often enables courts to declare the meaning of contracts, but they are not allowed to add words, or to consider words and sentences to be in, that are not there. This can only be done on the principle of reforming contracts on account of omissions or improper insertions, under the equitable head of fraud, accident or mistake. That is not interpretation, it is reformation. Where nothing is alleged to be omitted or too much is not alleged to be embraced, it is a pure ease of interpretation, and that is to be done under well-defined rules of law. In the case before us the contract is plain as to the point under consideration. It is that if the plaintiff’s lumber, on which he had about $2000 insurance, was destroyed by fire, the defendants were to pay him out of all the policies assigned to them by plaintiff on the transfer of the mill, amounting to some nine or ten thousand dollars, the agreed sum of $3000. The argument is that this is an unreasonable construction. It may be so, and would have been so undoubtedly if the destruction of the property could have been foreseen. But it was not, and it is not unlikely that the defendants were liberal or careless in these premises in view of the supposed remoteness of the contingency in which they were made, happening. However this may have been, we see not how the court below could have given any other interpretation to the contract than it did.

Judgment affirmed.