Field v. Woodmancy

Bigelow, J.

We are of the opinion that the instructions given to the jury in this case, as to the true meaning and intent of the stipulations in the contract relied on by the plaintiffs, were sufficiently favorable to them.

It is the duty of courts of law to interpret agreements in such manner as to enforce them according to the sense in which they were understood by the parties at the time they were made. This cannot be done by selecting out a particular stipulation and insisting upon its exact and literal performance. It is necessary, not merely to look at the language in which it is expressed, but also to consider the situation of the parties, the subject-matter of the contract, and the purposes and objects to be accomplished by it. Parties must be presumed to have entered into an agreement with the knowledge of the limitations and qualifications which necessarily arise and grow out of its subject-matter, and to have had them in contemplation, although they may not be expressed in terms in the written contract. Mill Dam Foundery v. Hovey, 21 Pick. 417, 441.

Applying these elementary principles to the covenant entered into by the defendant upon which this suit is brought, we think it very clear, upon the facts reported, that there has been no breach upon which an action can be maintained. The defendant, it is true, agreed with the plaintiffs to go to California and to remain there for two years, and it appears that he failed to comply with this stipulation. If nothing further appeared, the plaintiffs would have shown a breach of the agreement, for which they would be entitled to damages. But it is necessary to bear in mind with whom, how, and for what purpose he was to go there. He was not to go alone, upon his individual responsibility, to trade and labor for the benefit of the plaintiffs and himself. He was to proceed thither as one of a company or copartnership, of which the plaintiffs and others were members. It was a joint enterprise or adventure, in which the capital, industry, and energy of each member, or a substitute to be approved by the company, were to be combined for the mutual benefit and profit of all. The plaintiffs had no right, under this contract, to require the defendant to give his individual time and services to them, disconnected from those who had agreed to render theirs in carrying on the joint enterprise. The plain intent of all parties was to engage in mining and trading operations in California, as a copartnership. When this purpose was defeated, it is manifest the contract between the parties was at an end. It appears by the undisputed facts in this case, that without fault on the part of the defendant, and in opposition to his wishes and remonstrances, the company was broken up at Chagres, the vessel sold, and the expedition abandoned. Under these circumstances, we think the court were right in instructing the jury, that the defendant was not bound to go to California alone, without the other members of the company, and his refusal to proceed was not a breach of his covenant for which damages can be recovered.

This view of the case renders it unnecessary to consider the instructions given by the court relative to the unseaworthiness of the vessel and the competency of the master. The joint enterprise having been broken up and abandoned without any fault on the part of the defendant, it is quite immaterial for the purposes of this case, what causes operated to bring it to an end.

The claim made by the plaintiffs to recover damages for a breach of the agreement on the part of the defendant, in not accounting for the share of the proceeds of the vessel received by him, cannot be supported in this action. Upon reference to the amended count on which the plaintiffs rely, the only breach of the covenants alleged is, that the defendant did not proceed to California. If, therefore, the plaintiffs have any claim on the defendant for any part of the money received by him, it cannot be recovered under the present declaration.

Exceptions overruled.