Allentown School District v. Derr , 115 Pa. 439 ( 1887 )

Mr. Justice Sterrett

delivered the opinion of the court, February 28th, 1887.

In the language of its bonds, the “ Allentown School District acknowledges to owe and promises to pay to Levi B. Derr, the bearer, the sum of five hundred dollars in twenty-five years after date, with interest from the second day of January, 1874, at the rate of seven per centum per annum, payable semi-annually on the first days of January and July each year .....upon the delivery of the annexed coupons at the ollice of the school board iu the city of Allentowft, Pa......This bond will be redeemed, if desired, twelve years after date.” To this were attached fifty coupons — one for each semi-annual payment of interest — promising, in the following form, to pay “ bearer three dollars and fifty cents for six months’ interest, due-on bond No.-, dated January 1st, 1874.” Levi P. Derr was the owner of several bonds, of same date and similar tenor, which upon his decease passed into the hands of his administrator, plaintiff below. The sole contention is as to the construction of the bonds.

The school district, prompted perhaps by the thought that the rate of interest contracted for is considerably higher than has been ruling during the past few years, claimed it had the right, according to the terms of the bonds, to pay them at any time within the twenty-five years, and accordingly tendered defendant”in error the principal and accrued interest of the bonds, held by him and demanded their surrender. On the other hand, he claimed the principal was not due and payable until the expiration of that period, unless the holder elected to exercise the option, given him by the last sentence in the bonds, to demand payment at expiration of twelve years from their date. He therefore refused to accept the tender and surrender the bonds with the immatured coupons attached, and subsequently brought suit on the past due coupons. The defence was that interest was suspended by the tender; and. thus arose the only question in the case.

The learned president of the common pleas, adopting the construction contended for by plaintiff below, refused to charge as requested, that “under all the evidence the verdict should be for defendant,” and directed a verdict for amount of past due coupons and interest thereon in favor of plaintiff. In thus charging, we think he was clearly right, for reasons given in his opinion refusing new trial.

The bonds, on their face, purport to have been issued as security for a twenty-five years loan. The semi-annual interest for that entire period is provided for by the coupons attached to and forming part of each bond ; and there is nothing to indicate that the school district has any right to pay the principal before the expiration of the time named. The declaration at the close of each bond that it “ will be redeemed, if desired, twelve years after date,” is evidently intended for the benefit of the holder alone, giving him the option of demanding payment of the principal at expiration of twelve years. If he then desired payment, the school district was bound, on his demand, but not of its own motion, to redeem the bonds by paying the principal and accrued interest. If it were not for the word “iu,” before the words, “twenty-five years after date,” Üiere would be nothing on which to hang even a doubt as to the meaning of the last quoted expression. It is contended .the word “ in ” is used in the sense of “ within,” or “at any time during,” &c. While it may be sometimes employed in that sense, we do not think it was so intended in the bonds under consi4eration; but, if there should be any uncertainty as to the sense in which it was used, the doubt should be resolved in favor of the obligee: Whart. on Cont. § 670; White v. Smith, 33 Pa., 186; Beeson v. Patterson, 36 Id., 24; Klaer v. Ridgway, 86 Id., 529. But, we do not think the meaning of the bonds, as to time of payment, is in any manner affected by the use of the word in question. “Payable in one and two years,” is not an uncommon form of expression in memoranda of agreements and other writings, and is always understood to mean at the 'expiration of one and two years respectively. Speaking of the usual form of negotiable instruments in England and elsewhere Mr. Chitty in his valuable work on bills, &c., says : In America, a common form is, “ I promise to pay A. B. or order, one thousand dollars in four months.” Mr. Parsons also gives the form of a foreign bill of exchange, thus : “ New York, January 5th, 1857. Value received, please pay A. or order, one thousand pounds in sixty days after sight,” &c.: Chitty Bills, 516; 1 Parsons Notes and Bills, 21, 63.

It was undoubtedly the duty of the court to construe the bonds. There was no conflict of evidence ; and we are satisfied the learned judge was right, not only in refusing to charge as requested by defendant below, but also in directing the jury to find in favor of plaintiff for amount of the past due coupons and interest thereon. Neither of the specifications of error is sustained.

Judgment affirmed.