Thompson v. Craft , 238 Pa. 125 ( 1913 )

Opinion by

Mr. Justice Stewart,

B. L. Craft, against whom the bill in this case was •filed, and whose legal representative since the former’s death has been made defendant, on the 22d of March, 1904, by sufficient instrument in writing, granted to one Flenniken an option on certain terms for the purchase of coal underlying a tract of land, of which he was the owner, containing 155 acres, and 61 perches, fully described in the grant, together with mining rights in connection therewith. The option was limited to fifteen days and was conditioned as follows: “In case Mrs. Craft refuses to sign deed this option shall be null and void.” On the 17th of December, 1904, Craft renewed and extended the option to the 15th of January, 1905; and again further extended it to the 14th of February, 1905. Within the period covered by the last extension, on the 6th of February, 1905, Flenniken assigned his interest in the option to Thompson, the plaintiff, by endorsement thereon as follows: “Feby 6th 1905, B. L. Craft having by letter extended the within option to J. Y. Thompson until Feby 14th, 1905, for value received I hereby assign the same to said J. V. Thompson & acknowledge receipt of ten dollars thereon.” The letter here referred to from Craft to Thompson was without date, but it is admitted that it was written on the 4th of February, and its contents show conclusively that Craft then knew of pending negotiations between Flenniken and Thompson for a transfer of the option. In the letter Craft advises Thompson that he has sent him an abstract of the title to the land to examine, and tells him that if satisfied with it he can have the coal “at the price and terms” that Mr. Flenniken had shown him, and asking him in case of acceptance that the abstract be returned to him within ten days for the purpose of copying. Next in order of time is the following endorsement on the original contract signed under seal by Thompson: “B. L. Craft, I hereby give you notice of my acceptance of the within option as per terms therein in accordance with yofir letter of Feby. 4, 1905 reviving and extending the said option ten days.” Then follows the endorsement signed under seal by Craft: “Feby. 6, 1905, I hereby accept notice of the acceptance of the within option and contract of sale is made absolute & I acknowledge receipt of ten dollars from J. V. Thompson on account of the purchase money.” Thompson having thereafter tendered to Craft the purchase money in accordance with the stipulated terms demanded the conveyance of the coal. The conveyance being refused, the present bill was filed to compel specific performance of the contract. The facts as we have stated them all appear in the bill. The answer denies no single material averment, but seeks to justify the refusal to convey on the ground that positive and persistent refusal on the part of the respondent’s wife to join .in the conveyance had rendered the contract null and void under its terms. The fact here asserted in regard to the wife’s refusal was not questioned, nor was complicity therein on the part of the husband charged. Since the wife was not a party to the contract, she was strictly within her rights in refusing to join in the conveyance. The most, therefore, that could be required of Craft by way of performance would be a conveyance of the property subject to the wife’s right of dower therein. Such conveyance the plaintiff is willing to accept in discharge of the contract, and asks that it be decreed him. This much he is clearly entitled to unless the condition in the original contract stands in his way. This states the only question in the case. In determining it, recourse must first be had to the contract as written. If that be intelligible and unambiguous, inquiry ends there, for the sole purpose of inquiry is to ascertain the intention of the parties, the law presuming that they meant just what they said. The contract we are here dealing with includes several instruments or writings written at different times but all parts of a whole, and hence are to be taken and construed together. The first was the original option to Flenniken. In express terms it was made conditional, depending on the grantor’s wife joining in the conveyanee; the condition failing the contract was to be at an end and both parties released from obligation thereunder. The other writings in the series that concern us are those which evidence the final transaction, the endorsement by Thompson of his acceptance, and the endorsement by Craft immediately following and made upon the same day. The first was an agreement on Thompson’s part which bound him to take the property upon the terms expressed in the option, but it still left the contract conditional, for he was bound only to take on the condition that the wife joined in the conveyance. The other was not merely a recognition by Craft of the legal effect of the former, but it went further, and in express terms declared the sale “absolute.” More than this, it acknowledges a payment on account of purchase money in connection therewith. This was the final expression of Craft’s understanding of what the contract meant. The learned chancellor was of the opinion, in view of the earlier provision of the contract, that the word “absolute” as here used, was of doubtful meaning and could be correctly understood only as the court was enlightened by extrinsic evidence. Considerable testimony was accordingly taken, resulting in the following finding of the chancellor: “The weight of the evidence is in favor of the theory of the defendant, and we could find, and do find from the evidence, that the optional contract as extended by the letter of February 4th, 1905, was not modified or changed so as to eliminate therefrom the condition that the contract or optional agreement should be void if the wife of the defendant should refuse to sign the deed.” A dismissal of the plaintiff’s bill followed.

In the view we take of this case a discussion of the evidence which influenced the mind of the court is unnecessary. We pass it with the single remark that we find nothing in it that makes for one more than the other; indeed we find nothing in it that would be helpful were outside help required. The contract as written is its own best interpreter, and it is sufficient in itself, we think, to disclose the real understanding of the parties. It is only by giving to the word “absolute,” as used by Craft in his last sealed expression, a different meaning from what the word fairly and ordinarily imports, or by ignoring it entirely, that other conclusion can be reached than that its purpose was to make unconditional that which had been conditional. The former is never allowed except as there is something to show that the word was used in an unusual sense; here there is nothing to indicate it. We are equally restrained from doing the latter, since it is a settled rule that a word not plainly inserted by accident or mistake is never to be thrown out entirely while there is a plain and natural construction that can be given to it, not manifestly destructive of the general intent of the sentence: Philadelphia v. River Front R. R. Co., 133 Pa. 134. The term “absolute” as here used, in itself indicates a contract in direct contradistinction to that created by the option to Flenniken. We have no reason to suppose that it was introduced through accident or mistake. Then why not give to it its plain and natural meaning? It occurs in the last of the series of writings constituting the contract, written nearly a year after the original conditional option had been given. It is another accepted rule of construction that in agreements between the same parties concerning the same matter, where the terms of the latter are inconsistent with those of the former so that they cannot subsist together, the latter will be construed to discharge the former. The present is a case in which this rule could very properly be applied, but the case stands in no need of it, the language of the contract is sufficient in itself to express a clear purpose to change the contract from a conditional one to one absolute. A consideration of such facts as are properly before us confirms us in the view that the construction we have given the contract gives effect to the intention of the parties. The respondent in his answer admits that for a year prior to the agreement with the plaintiff his wife had positively and persistently refused to join in the conveyance. He does not even suggest that he had any reason to suppose when he made the contract absolute that her purpose had changed or would change. To the ordinary mind the contract with Thompson would have seemed a vain and useless thing under such circumstances, if it meant no more than an extension of the conditional option until the time fixed for the first payment of the purchase price, which was then rapidly approaching. Quite as irreconcilable with the claim now made that the contract meant no more than an extension of the optional contract would be the fact that part of the purchase price was accepted. The written contract and the situation and dealing of the parties with reference to its subject matter, reveal a purpose to purchase and sell whether the wife consented or refused.

The decree dismissing the plaintiff’s bill is made the subject of the thirty-fourth assignment of error. In view of our construction of the contract this assignment must be sustained.

The decree is reversed, the bill reinstated, and it is ordered that a decree be entered in accordance with the view herein expressed, the costs of the proceeding to be paid by the appellee.