Woodward v. Del. L. & W. R. Co.

Opinion,

Mr. Justice Green :

We do not think it possible to misunderstand the meaning of the fifth clause of the lease in question in this case. It contains an absolute engagement on the part of the lessors to pay all the taxes imposed upon coal in the ground. The language is explicitly to that effect. It is therefore unnecessary to consider the applicability of rules and decisions which are designed to assist in the interpretation of written instruments. They are intended for doubtful cases. Here the meaning is plain. No matter how, or when, or by what means, or in what manner, taxes might be imposed upon the coal in the ground upon these premises, the lessors were to pay them, the lessees were not to pay them. The validity of such a compact is not at all questioned; its binding obligation according to its literal terms no one doubts. By the deeds of 1883 it was carefully and specially covenanted that the conveyance of the surface thereby made should in no way affect the interest of the lessors in, and title to, the coal underlying the same, nor should it affect in any way the right of either of the parties in and under the provisions of the lease, “ but the same shall remain in full force and effect so far as the same relates to the coal in and under the said tract of land, notwithstanding this conveyance of the surface thereof.” It would, therefore, be a positive violation of the terms of the deeds of 1883 to permit them to effect any change whatever in the rights of either of the parties under the lease of 1872. Those deeds must, by consequence, be discarded in the consideration of the' question at issue which arises under the lease. •

It must further be noted that the parties do not differ at all as to the'obligation to pay these particular taxes at any time prior to the origination of the present contention. We cannot think it material to regard the technical question whether the taxing authorities are at liberty to assess separately the surface and the underlying coal. That is a result purely of the union of the titles, and while it may affect the right of the taxing power to make independent assessments, it does not deprive that power of the right to impose taxation upon the coal in the ground. The right may have to be exercised by joining the coal with the surface in making the assessment, but the coal is, nevertheless, taxed, and its payment becomes the duty of somebody quite as effectively as though the surface and the coal were separately assessed. Now, the only question here, as it seems to us, is upon whom, as between the parties to this contention, does that duty devolve. It certainly rests upon one or the other. If prior to the deeds of 1883, it rested upon the lessors and if now, since those deeds, and by virtue of them, it rests upon the lessees, then those deeds do change the rights of the parties under the lease. But that cannot be, because those deeds, in terms, prohibit any such result. How then can the change of liability be accomplished ? Because, it is said, since the lease was made, and many years after its stipulations were literally performed, a decision of this court was made which affected the legal status of the parties, so that the lessors must be treated as having sold the coal and as being no longer the owners of it. Supposing this to be true in all respects, for what reason ought it to affect the question as to who should pay the taxes on the coal in the ground. Hnder the lease of 1872, regarded simply as a lease, the lessees had the exclusive privilege to take all the coal upon payment for it according to the stipulations. As long as they continued to mine the coal and pay for it, this privilege continued. Its exercise excluded the lessors from every interest in the coal except the right to exact and receive the price to be paid and that right ceased only when the coal was exhausted. If the payments ceased, the right of the lessees to take the coal ceased also, and the lessors resumed title and possession of that which remained. Under our decision in the Sanderson case the obligation of-the lessees, and the right of the lessors are precisely the same. The lessees have the right to take the coal precisely as they had it under the lease. They are subject to exactly the same duties as under the lease. In fact it is still the lease and that alone which determines what that right and those duties are. So long as the coal is mined and paid for according to the stipulations of the lease, the exclusive right to take the coal continues. When the payments cease, the right to take the coal ceases, and the full right of the lessors to resume title and possession reverts to the lessors with as complete force and effect in every possible respect as if the decision in the Sanderson case had never been made. Every advantage, every beneficial interest, which the lessors held under the lease they still hold, and we can perceive no reason why they should not hold them upon the identical terms which the lease established.

Let it be granted, that if the lease had said nothing in regard to the payment of the taxes upon the coal in the ground, the obligation to‘pay them would have followed the technical ownership, it boots nothing as against the positive agreement of the lessors to pay them. That agreement was not made to depend upon any technical aspect of the interest of the lessors in the coal. It was absolute, peremptory and without condition. In every matter of substance that interest is unchanged, certainly in every pecuniary respect. But to impose the duty of paying these taxes upon the lessees, is changing the contract, putting upon them a pecuniary obligation which they not only never assumed, but which they required should be discharged by the lessors. And this would result not on account of anything they have dope or omitted to do, but simply because the law declares that the contract between the parties must be regarded as a sale instead of a lease. Not that any of its terms are changed but rather its name. In certain respects, of course, tbe difference of interest between a sale and a lease under this contract, may become important. But these are peculiar to the lessors and those claiming under them and with them the lessees have no concern. So far as the question of the taxes is concerned, we can see no difference in the relations of these parties. We agree entirely' with the learned court below in the conclusions reached by them, and in the reasoning by which those conclusions are supported. We cannot know, and have no right to assume, that if at the time the lease was made the parties had known that the contract would be held by the courts to be a sale instead of a lease, any different provision would have been made in regard to the payment of these taxes. This being so we would be entirely without warrant if we made a change in the contract in that respect.

Judgment affirmed.