1 Bac. Abr. Grants, L. 1; Stukeley v. Butler, Hob. 172; Moore, 880.
2 See Cutler v. Tufts, 3 Pick. 272; Savile, 71, pi. 147; Weak v. Escott, 9 Price, 595; Crowley v. Swindles, Vaugh. 173; Ferguson v. Harwood, 7 Cranch, 414; Vernon v. Alsop, T. Raym. 68; 1 Lev. 77; Mills v. Wright, 1 Freem. 247.
3 The cardinal rule in the interpretation of all instruments is, "to read the writing," and taking its language in connection with the relative position and general purpose of the parties, to gather from it, if you can, their intent in the questionable particular. If its language is equally susceptible of two reasonable interpretations, that is to be adopted which makes most strongly against the party using the ambiguous words. Deblois v. Earle, 7 11. I. 26 (1861). A government contract which was suggested by one officer of the government, and signed by another officer of the government, without being signed by the contractor on the other side, and which is obscure in its terms, is to be construed against the interests of the government. Garrison v. United States, 7 Wall. 688 (1868)* Where doubt exists as to the construction of an instrument prepared by one party, upon the faith of which the other party has incurred obligations or parted with his property, that construction should be adopted which will be favorable to the latter party ; and where an instrument is susceptible of two constructions, the one working injustice and the other consistent with the right of the case, that one should be favored which upholds the right. Noonan v. Bradley, 9 Wall. 895 (1869).
1 The rule of the civil law is: "In case of doubt, a clause ought to be interpreted against the person -who stipulates any thing, and in discharge of the person who contracts the obligation." 1' Evans. Pothier on Oblig. 97, 7th rule. This rule, though apparently the same in terms, is directly the reverse in its meaning and operation, for by the Roman law the words of the stipulation were necessarily those of the person to whom the promise was made; the person promising only assented to the question proposed by the person stipulating. 1 Evans, Pothier on Oblig. 97, note a; Shep. Touch. 88. In Charles River Bridge v. Warren Bridge, 11 Peters, 589, Mr. Justice Story, in delivering a dissenting opinion in respect to the construction of public grants, says: "It is a well-known rule in the construction of private grants, if the meaning of the words be doubtful, to construe them most strongly against the grantor. But it is said that an opposite rule prevails, in cases of grants by the king; for, where there is any doubt, the construction is made most favorably for the king, and against the grantee. The rule is not disputed. But it is a rule of very limited application. To what cases does it apply? To such cases only, where there is a real doubt, where the grant admits of two interpretations, one of which is more extensive, and the other more restricted; so that a choice is fairly open, and either may be adopted without any violation of the apparent objects of the grant. If the king's grant admits of two interpretations, one of which will make it utterly void and worthless, and the other will give it a reasonable effect, then the latter is to prevail; for the reason (says the common law) ' that it will be more for the benefit of the subject, and the honor of the king, which is to be more regarded than his profit.' Com. Dig. Grant, G. 12; 9 Co. 131 a; 10 Co. 67 6; 6 Co. 6. And in every case the rule is made to bend to the real justice and integrity of the case. No strained or extravagant construction is to be made in favor of the king. And, if the intention of the grant is obvious, a fair and liberal interpretation of its terms is enforced. The rule itself is also expressly dispensed with in all cases where the grant appears upon its face to flow, not from the solicitation of the subject, but from the special grace, certain knowledge, and mere motion of the crown; or, as it stands in the old royal patents, 'ex speciali gratia, certa, scientia, et ex mero motu regis' (see Arthur Legat's Case, 10 Co. 109, 112 6; Sir John Molyn's Case, 6 Co. 6; 2 Black. Comm. 347; Com. Dig. Grant, G. 12) ; and these words are accordingly inserted in most of the modern grants of the crown, in order to exclude any narrow construction of them. So, the court admitted the doctrine to be, in Attorney-General v. Lord Eardley, 8 Price, 69. But what is a most important qualification of the rule, it never did apply to grants made for a valuable consideration by the crown; for in such grants the same rule has always prevailed as in cases between subjects. The mere grant of a bounty of the king may properly be restricted to its obvious intent. But the contracts of object of the parties, whether given words were used in an enlarged or a restricted sense, other things being equal, that the king for value are liberally expounded, that the dignity and justice of the government may never be jeoparded by petty evasions and technical subtleties." And again he says: "As to the manner of construing parliamentary grants for private enterprise, there are some recent decisions, which, in my judgment, establish two very important principles applicable directly to the present case; which, if not confirmatory of the views which I have endeavored to maintain, are at least not repugnant to them. The first is, that all grants for purposes of this sort are to be construed as contracts between the government and the grantees, and not as mere laws; the second is, that they are to receive a reasonable construction; and that if either upon their express terms, or by just inference from the terms, the intent of the contract can be made out, it is to be recognized and enforced accordingly. But if the language be ambiguous, or if the inference be not clearly made out, then the contract is to be taken most strongly against the grantor, and most favorably for the public. The first case is The Company of Proprietors of the Leeds and Liverpool Canal v. Hustler, 1 B. & C. 424, where the question was upon the terms of the charter, granting a toll. The toll was payable on empty boats passing a lock of the canal. The court said: 'No toll was expressly imposed upon empty boats, etc, and we are called upon to say that such a toll was imposed by inference. Those who seek to impose a burden upon the public should take care that their claim rests upon plain and unambiguous language. Here the claim is by no means clear.1 The next case was the Kingston-upon-Hull Dock Company v. La Marche, 8 B. & C. 42, where the question was as to a right to wharfage of goods shipped off from their quays. Lord Tenterden, in delivering the judgment of the court in the negative, said: ' This was clearly a bargain made between a company of adventurers and the public; and, as in many similar cases, the terms of the bargain are contained in the act; and the plaintiffs can claim nothing which is not clearly given.' The next case is The Proprietors of the Stourbridge Canal v. Wheeley, 2 B. & Ad. 792, in which the question was as to a right to certain tolls. Lord Tenterden, in delivering the opinion of the court, said : ' This, like many other cases, is a bargain between a company of adventurers and the public, the terms of which are expressed in the statute. And the rule of construction in all such cases is now fully established to be this, that any ambiguity in the terms of the contract must operate against the adventurers, and in favor of the public; and the plaintiffs can claim nothing which is not clearly given to them by the act.' 'Now, it is quite certain that the company have no right expressly given to receive any compensation, except, etc.; and, therefore, it is incumbent upon them to show that they have a right, clearly given by inference from some other of the clauses.' This latter statement shows that it is not indispensable that in grants of this sort the contract or the terms of the construction should be adopted which is most beneficial to the promisee.1 As if a tenant in fee-simple grant to any one "an estate for life" generally; it will be construed to be an estate for the life of the grantee; unless such a construction contradict the evident intention of the parties. This rule, however, strictly applies to deeds poll only, in which, the deed being executed by the grantor alone, the words are to be considered as his own words, and therefore to be construed most strongly against him. But when an indenture is executed by both parties, the words are often to be considered as the words of both.2 But whenever a covenant is made by a particular party bargain should be in express language; it is sufficient if they may be clearly proved by implication or inference.