Hull & Cowan Co. v. Dorminey

Jenkins, P. J.

(After stating the foregoing facts.) We agree with the contention of the plaintiff in error that, in arriving at the intention of the contracting parties, the entire agreement must be construed together. This is true although it is only the fourth paragraph of the contract which imposes any sort of liability upon the defendant, Dorminey. It is our opinion, however, that, construing this paragraph in connection with and in the light of the other portions of the agreement, the proper interpretation is that arrived at by the trial judge. At the time the contract was entered upon the plaintiff was concerned in collecting his debt against Kennedy; Kennedy was in need of indulgence; Dorminey was interested, as lessor, in the continued operation of the brick plant. The scheme was that if Kennedy was granted indulgence so that he could continue the operation of the plant, and in good faith turned over to the plaintiff its entire output, letting $1 per thousand of the selling price of the brick thus delivered go on the old debt, the old indebtedness could thus be liquidated. The language of the fourth paragraph is that under this arrangement “Dorminey hereby guarantees to second parties [plaintiffs] that said H. W. Kennedy will ship all brick manufactured as aforesaid; and that in the event said H. W. Kennedy fails to do so, said A. B. C. Dorminey agrees to be responsible to said second parties for said $2600 and interest, and at the expiration of seven months from the date of this instrument agrees to pay said second parties any balance of said $2600 indebtedness then due, if such there be, with interes't.” The fact that in the same sentence in which the good faith of Kennedy is guaranteed, and upon the breach of which the conditional responsibility for the old debt is assumed, the agreement goes on and specifically provides how and when it shall be discharged, does not impose any new and independent obligation; nor does it rid the guarantee of the condition which, in accordance with the entire scheme of the agreement, was expressly stipulated.

Judgment affirmed.

Stephens and Bell, JJ., concur.