Rules Of Construction

Thus far we have dealt with the admissibility of evidence in relation to contracts in writing. We now come to deal with the rules of construction which govern the interpretation of the contract as it is proven to have been made between the parties.

61 Beaucharop v. Winn. L. R. 6 H. L. 232; Murray v. Parker, 19 Beav. 305. See "Evidence," Dec. Dig. (Key-No.) § 433; Cent. Dig. §§ 1990-2004.

62 MacKensie v. Coulson, L. R. 8 Eq. 368. See "Evidence," Dec. Dig. (Key-No.) § 438; Cent. Dig. §§ 1990-2004.

63 Fowler v. Fowler, 4 De Gex & J. 250; Page v. Higgins, 150 Mass. 27, 22 N. E. 63, 5 L. R. A. 152; Chute v. Quincy, 156 Mass. 189, 30 N. E. 550; Purvines v. Harrison, 151 111. 219, 37 N. E. 705; Green v. Stone, 54 N. J. Eq. 387, 34 Atl. 1099, 55 Am. St. Rep. 577; Spurr v. Home Ins. Co., 40 Minn. 424, 42 N. W. 206; King v. Holbrook, 38 Or. 452, 63 Pac. 651; Eaton, Eq. 620. See "Evidence," Dec. Dig. (Key-No.) § 438; Cent. Dig. §§ 1990-2004.

64 Equity has jurisdiction to reform where there is mistake on one side caused by fraud on the other. Fishack v. Ball, 34 W. Va. 644, 12 S. E. 856; Bush v. Merriman, 87 Mich. 260, 49 N. W. 567; Kyle v. Fehley, 81 Wis. 67, 51 N. W. 257, 29 Am. St. Rep. 866; Snell v. Insurance Co., 98 U. S. 85, 91, 25 L. Ed. 52; Kleinsorge v. Rohse, 25 Or. 51, 34 Pac. 874. See "Evidence," Dec. Dig. (Key-No.) § 433; Cent. Dig. §§ 1990-2004.

65 Garrard v. Frankel, 30 Beav. 445; Harris v. Pepperell, L. R. 5 Eq. 1; Moffett, H. & C. Co. v. City of Rochester, 178 U. S. 373, 20 Sup. Ct. 957, 44 L. Ed. 1108. Cf. Trenton Terra Cotta Co. v. Shingle Co. (C. C.) SO Fed. 46. See "Evidence" Dec. Dig. (Key-No.) § 438; Cent. Dig. §§ 1990-2004.

Same - Question For Court Or Jury

218. The question as to whether or not the parties have made a particular contract is usually for the jury, but questions as to the construction of the contract are usually for the court.

In accordance with the general rule that the construction of written instruments is a function of the court rather than of the jury, it is ordinarily for the court to construe the meaning of writings relied on to make a contract.68 And the same rule applies to oral contracts where there is no dispute as to the words used by the parties.67 But all questions involving dispute as to matters of fact are for the jury. Whether, therefore, the parties have entered into a contract, or have used certain words, or have included certain terms are questions for the jury.68 So, where ambiguous words in a contract are to be construed by extrinsic evidence or the surrounding circumstances, the meaning of such words becomes a question for the jury.69

Same - General Rules

219. The three general rules of construction are that:

(a) Words are to be understood in their plain and literal meaning, but -

EXCEPTIONS - (1) Evidence of usage may vary the usual meaning of words.

(2) Technical words are to be given their technical meaning.

(3) The rule is subject to the following rules as to giving effect to the intention of the parties.

(b) An agreement should receive that construction which will best effectuate the intention of the parties.

66 Etna Indemnity Co. v. Waters, 110 Md. 673, 73 Atl. 712. See "Contracts," Dec. Dig. (Key-No.) § 176; Cent. Dig. §§ 767-770; "Trial," Cent. Dig. § 326.

67 Enibry v. Hargadine-McKittrick Dry Goods Co., 127 Mo. App. 383, 105 S. W. 777. See "Contracts," Dec. Dig. (Key-No.) § 176; Cent. Dig. §§ 767-770; "Trial," Cent. Dig. § 326.

68 Enibry v. Hargadine-McKittrick Dry Goods Co., supra; American Towing & Lightering Co. v. Baker-Whitley Coal Co., 11l Md. 504, 75 Atl. 341. See "Contracts," Dec. Dig. (Key-No.) § 176; Cent. Dig. §§ 767-770.

69 French v. Fidelity & Casualty Co. of New York, 135 Wis. 259, 115 N. W. 869, 17 L. R. A. (N. S.) 1011; AEtna Indemnity Co. v. Waters, 110 Md. 673, 73 Atl. 712 (technical terms). See "Contracts," Dec. Dig. (Key-No.) § 176; Cent. Dig. §§ 767-770.

(c) The intention of the parties is to be collected from the whole agreement.

220. Subsidiary to these rules are the following, tending to the same end - that is, the effecting of the intention of the parties:

(a) Obvious mistakes of writing or grammar, including punctuation, will be corrected.

(b) The meaning of general words will be restricted by more specific and particular descriptions of the subject-matter to which they apply.

(c) A contract susceptible of two meanings will be given the meaning which will render it valid.

(d) A contract will, if possible, be construed so as to render it reasonable rather than unreasonable.

(e) Words will generally be construed most strongly against the party who used them.

(f) In case of doubt, weight will be given the construction placed upon the contract by the parties.

(g) Where there is a conflict between printed and written words, the latter will control.

(1) The first general rule is that words are to be understood in their plain and literal meaning; and this rule is followed, though the consequences may not have been in the contemplation of the parties.70 The rule, however, is subject to the qualification that a particular custom or usage, which, as we have seen, may be proved, may vary the usual meaning of words;71 and that technical words are to be given their technical meaning.72 It is also subject to the rules, which we will now explain, as to giving effect to the intention of the parties.

70 Hawes v. Smith, 12 Me. 429; Bullock v. Lumber Co., 3 Cal. Unrep. 609, 31 Pac. 367; Mansfield & S. City R. Co. v. Veeder, 17 Ohio, 385; Hall v. Bank, 53 Md. 120; Taylor v. Turley, 33 Md. 500; Pillsbury v. Locke, 33 N. H. 96, 66 Am. Dec. 711; Holmes v. Hall, 8 Mich. 66, 77 Am. Dec. 444; Stettauer v. Hamlin, 97 111. 312; Bradshaw v. Bradbury, 64 Mo. 334; Willinering v. McGaughey, 30 Iowa, 205, 6 Am. Rep. 673; Smith v. Bank, 171 Mass. 178, 50 N. E. 545; Fitzgerald v. Bank, 114 Fed. 474, 52 C. C. A. 276; PLANO MFG. CO. v. ELLIS, 68 Mich. 101, 35 N. W. 841, Throckmorton Cas. Contracts, 347. While parties to a contract are entitled to its literal performance, when practicable, that does not mean that courts and juries shall give to the terms of a contract, however clear and unmistakable the ordinary significance of the words employed, a meaning which, when applied to the subject-matter of the contract, will render performance impossible. Columbus Const. Co. v. Crane Co., 98 Fed. 946, 40 C. C. A. 35. See "Contracts," Dec. Dig. (Key-No.) § 152; Cent. Dig. §§ 732, 733, 738.