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.
If the contract is ambiguous so that explanatory evidence is admissible and such evidence establishes certain facts without dispute so that only one inference can be drawn therefrom, the construction of such contract is for the court in spite of such ambiguity.1 If the meaning of the contract depends upon the language used and upon the undisputed facts, it is error for the courts to submit its construction to the jury,2 although if the jury construes the contract clearly, such error is not reversible. The construction of a contract is for the court even if the jury is to pass on the question of its discharge by a later contract,3 or if the jury is to pass upon the question of the breach of such contract.4
5McDonough v Williams, 77 Ark. 261, 8 L. R. A. (N.S.) 452, 92 S. W. 783.
6 Williamson v. Loan Association, 54 S. Car. 582, 71 Am. St. Rep. 822, 32 S. E. 765.
7 Williamson v. Eastern Building & Loan Association, 54 S. Car. 582, 71 Am. St. Rep. 822, 32 S. E. 765.
8 Wellman v. Jones, 124 Ala. 580, 27 So. 416.
9 Sea Insurance Co. w Johnston, 105 Fed. 286, 44 C. C. A. 477.
10 Maryland. American Towing & Lightering Co. v. Baker-Whiteley Coal Co., 1ll Md. 504, 75 Atl. 341.
Michigan. Douglass v. Paine, 141 Mich. 485, 104 N. W. 781.
North Carolina. Wilson v. Levi Cotton Mills, 140 N. Car. 52, 52 S. E. 250.
West Virginia. McNeer v. Chesapeake & Ohio Ry., 76 W. Va. 803, 86 S. E. 887.
Wisconsin. James v. Carson, 94 Wis. 632, 69 N. W. 1004. The "construction of an oral as well as of a written contract is for the court." Penn, etc., Insurance Co. v. Crane, 134 Mass. 56, 58, 45 Am. Rep. 282.
11 Brown v. St. John Trust Co., 71 Kan. 134, 80 Pac. 37; Young v. Fos-burg Lumber Co., 147 N. Car. 26, 60 S. E. 654; Gay v. Roanoke R. & Lumber Co., 148 N. Car. 336, 62 S. E. 436; Manti City Saw Bank v. Peterson, 33 Utah 209, 126 Am. St. Rep. 817, 93 Pac. 566; Dennis v. Montesano National Bank, 38 Wash. 435, 80 Pac. 764.
12 Farmers' Union Mercantile Co. v. Pinkerton, 128 Ark. 640, 194 S. W. 709.
The court must in such cases decide by what law the contract is governed in case of a so-called conflict of law; 5 whether a contract is illegal;6 whether a written instrument purports on its face to be a complete contract;7 whether a written instrument is an absolute conveyance or a mortgage,8 and whether the conceded overestimates in the proof of loss amount to fraud or false swearing within the meaning of the conditions of a policy of fire insurance.9 If the question of a reasonable time for performance depends upon facts which are not in dispute and from which only one reasonable inference can be drawn, such question is for the court.10