Cady v. Cady

I am of the opinion that the court erred in sustaining the general demurrer to the answer. The fundamental guide in the construction of contracts is the intention of the parties. The supplemental paper signed by both the parties states that it is an agreement, which is equivalent to saying that it is a contract. If it was intended as a contract, it would require a consideration to make it enforceable. In determining what the intention of the parties was it is necessary to consider what their rights were before the supplemental agreement was executed. E. E. Cady had agreed to sell the land, and was bound to do so by his contract, and at that time I. E. Cady was under no obligation to permit him and his wife to live in the house and have the other privileges mentioned. The supplemental agreement stated that it was made for the purpose of insuring these privileges to E. E. Cady and his wife, or to the survivor, till his or her death, and I. E. Cady agreed to allow the privileges. The difficulty in the case is the construction of the sentence: "The conditions as stipulated in said bond for title are to stand as now expressed so long as either the party of the first part or his said wife may live." To say that this sentence means that the provisions of the bond shall simply be what they are for a certain length of time is to brand it with absurdity. Without being changed in some way, they would stay as they were forever. It seems to me that the expressed intention of the agreement demands the interpretation that the maturity of the note be extended to the death of the survivor of E. E. Cady and Mrs. Cady, in consideration of I. E. Cady's bond for his undertakings in the agreement. Otherwise the agreement was without consideration as to E. E. Cady, and was not binding on I. E. Cady. If this is true, the instrument was merely a "pledge of generosity" on the part of I. E. Cady. As was stated by the late lamented Justice Cardozo, in DeCicco v. Schweizer, 221 N.Y. 431 ( 117 S.E. 807, L.R.A. 1918E, 1004, Ann. Cas. 1918C, 816): "But here the very formality of the agreement suggests a purpose to affect the legal relations of the signers. One does not commonly pledge one's self to generosity in the language of a covenant." "The construction which will uphold a contract in whole and in every part is to be preferred, and the whole contract should be looked to in arriving at the construction of any part." Code, § 20-704(4). In extreme cases of ambiguity, where the instrument as it stands is without meaning, words may be supplied. Code, § 20-704(6). The effect of this ruling would be to supply the word "suspended" after the word "stand." I think the court erred in sustaining the general demurrer and in dismissing the answer; and the further proceedings in the case were nugatory.