Sec. 1118. Covenant Implied From Writing Equivalent To Written Promise
Description
This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
Sec. 1118. Covenant Implied From Writing Equivalent To Written Promise
Since a contract is to be construed as a whole, terms which can be inferred from a consideration of the entire instrument are as much a part of the contract as if expressly set forth therein.1 Thus a provision requiring notice may be equivalent to a covenant to give notice.2 So the "assumption" of debts includes a promise to pay them,3 and a provision that "bills bear interest after maturity " includes a contract to pay interest.4 This principle is often invoked where questions of mutuality are concerned. If the consideration relied upon for one executory promise is another, such other must itself be binding to constitute a legal obligation and a valuable consideration. Although the promise relied upon as a consideration may not be expressly stated in any clause of the contract, still if it appears from the entire contract that such promise is intended, it will be as binding and as much a valuable consideration as though it were expressly stated.5 Thus a promise to pay for realty agreed to be conveyed,6 or to permit the use of certain realty in consideration of the lease of other realty7 may be implied from the entire contract. So a clause "machines to be returned by B to A at the termination of the contract on her repayment of their original cost" binds A to accept such machines and to repay their original cost.8
Cleveland v. Construction Co., 67 0. S. 197; 93 Am. St. Rep. 670; 59 L. R. A. 775; 65 N. E. 885.
5 People v. Coler, 166 N. Y. 1, 9; 82 Am. St. Rep. 605; 59 N. E. 716; quoted in Cleveland v. Construction Co., 67 O. S. 197; 9.3 Am. St. 670; 59 L. R. A. 775; 65 N. E. 885.
1 Lawler v. Murphy, 58 Conn. 294; 8 L. R. A. 113; 20 Atl. 457; Grimley v. Davidson, 133 111. 116; 24 N. E. 439; Nicoll v. Sands, 131 N. Y. 19; 29 N. E. 818; Jugla v. Trouttet, 120 N. Y. 21; 23 N. E. 1066; New England, etc., Co. v. R. R. Co., 91 N. Y. 153.
2 Wells v. Alexandre, 130 N. Y. 642; 15 L. R. A. 218; 29 N. E. 142.
3 Lenz v. Ry., 1ll Wis. 198; 86 N. W. 607.
4 Braun v. Hess, 187 111. 283; 79 Am. St. Rep. 221; 58 N. E. 371.
5 Lawler v. Murphy, 58 Conn. 294; 8 L. R. A. 113; 20 Atl. 457; Haines v. Dearborn, 199 Pa. St. 474; 49 Atl. 319.
6 Haines v. Dearborn, 199 Pa. St. 474; 49 Atl. 319.
7 Stubblefield v. Imbler, 33 Or. 446; 54 Pac. 198.
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