"I admit that where the terms of a grant are to impose burdens upon the public, or to create a restraint injurious to the public interest, there is sound reason for interpreting the terms, if ambiguous, in favor of the public. But at the same time, I insist that there is not the slightest reason for saying, even in such a case, that the grant is not to be construed favorably to the grantee, so as to secure him in the enjoyment of what is actually granted." See also Huidekoper v. Douglass, 3 Cranch, 1; U. S. v. Gur-ney, 4 Cranch, 333.
1 Hoffman v. JEtna Fire Ins. Co., 32 N. Y. 405 (1865). Where the language of a promisor may be understood in more senses than one, it is to be interpreted in the sense in which he had reason to suppose it was understood by the promisee. Hoffman v. JEtna Fire Ins. Co., 32 N, Y. 405 (1865). If a party uses language which, in the ordinary course of business and the general sense in which words are understood, conveys a certain meaning, he cannot afterwards say he is not bound by that meaning, if another, so understanding it, has acted upon it. Cornish v. Abington, 4 H. &N. 554 (1859).
2 2 Black. Comm. 380-384; Co. Litt. 42; Evans v. Sanders, 8 Port. 497 ; Doe v. Dodd, 2 Nev. & Man. 838; 5 B. & Ad. 689 ; Earl of Cardigan v. Armitage, 2 B. & C. 197, 206; Palmer v. Warren Ins. Co., 1 Story, 365; Blackett v. Royal Exch. Ins. Co., 2 Cr. & J. 244; Donnell v. Columbian Ins. Co., 2 Sumner, 380; Story on Agency, § 73, 74, 75; Burrell v. Jones, 3 B. & Al. 49 ; Brown v. M'Gran, 14 Peters, 480; Bullen v. Denning, 5 B. & C. 847. In construing a covenant in a lease by indenture, the words of the covenant are to be taken, however set down in the instrument, as the words of the party to whom they properly belong, or if properly belonging to both, as the words of both; the words of an indenture being the words of either party, and not to be taken most strongly against the one, or beneficially for the other, as the words of a deed-poll are. Beckwith v. Howard, 6 R. I. 1 (1859).
§ 812. Where exclusive privileges are granted by the legislature to individual private companies, by which the rights of the public are abridged, the terms of the act by which they are conferred are to be construed strictly, and in cases of doubt or ambiguity against the grantees. Thus, where a grant is made of a right to take tolls, the words are to be construed in favor of the public, and the grantees can take nothing which is not clearly given.3
§ 813. This general rule is only to be resorted to when all other rules of exposition fail; and it gives place to every other rule. It is not regarded with much favor, and " being a rule of some strictness and rigor," says Lord Bacon, " doth not, as it were, his office, but in the absence of other rules, which are of more equity and humanity." 4 At the present day this rule is
1 Palmer v. Warren Ins. Co., 1 Story, 364; Blackett v. Royal Exch. Ins. Co., 2 Cr. & J. 244; Donnell v. Columbian Ins. Co., 2 Sumner, 380; Earl of Cardigan v. Armitage, 2 B. & C. 197; Bullen v. Denning, 5 B. & C. 847, 850; Yeaton v. Fry, 5 Cranch, 335.
2 Jackson v. Hudson, 3 Johns. 375; Earl of Cardigan v. Armitage, 2 B. & C. 197; Bullen v. Denning, 5 B. & C. 847-850; Jackson v. Gardner, 8 Johns. 394.
3 Blakemore v. Glamorganshire Canal Co., 2 C. M. & R. 133; Leeds & Liverpool Canal v. Hustler, 1 B. & C. 424; Barrett v. Stockton, etc, Railway Co., 2 Man. & Grang. 135; Mohawk Bridge Co. v. Utica & Schen. R. R. Co., 6 Paige, 554; Priestley v. Foulds, 2 Man. & Grang. 194. See ante, § 662, note.
4 Bacon's Maxims of the Law, No. 3; 2 Kent, 556. See also Adams v. Warner, 23 Vt. 411, in which Mr. Justice Redfield says: "This rule of ordinarily only applied where the terms or a contract are ambiguous; and, in such cases, the stipulations of the party promising are so far construed against him as to give some effect to his engagement.1 Whenever, therefore, it would operate as an inequitable exaction upon the party; as in the case of penalties and forfeitures, or of disproportionate and burdensome conditions, intended to secure the principal obligation, - or where it would operate as a wrong upon third persons, it will not be applied.2 So, also, laws will be construed strictly to save a right or avoid a penalty; and liberally, in order to give a remedy.3 Thus, although, where the owner of an estate in fee makes a lease for life, without expressing for whose life, it shall be intended for the life of the lessee, as most favorable to him; yet it is otherwise if such lease be given by a tenant in tail; for if it were to be construed for the life of the lessee, it might injure the reversioner.4
§ 814. The rule, however, has a limited operation in doubtful cases, where the circumstances demand such a construction as to effect the manifest intention of the party. Thus, where a release of " all lands, belonging, used, occupied, and enjoyed, or deemed, taken, or accepted, as part of the Clock Mills," was given to the plaintiff; it was held, that certain leasehold lands, which had been considered as part of the said mills for a number of years, would pass as well as freehold; and that the rule applied that a deed should be construed most strongly construction is not properly applicable to any case but one of strict equivocation, where the words used will bear either one of two or more interpretations equally well. In such a case, if there were no other legitimate mode of determining the equipoise, this rule might well enough decide the case. In all other cases where this rule of construction is dragged in by way of argument,- and that is almost always where it happens to fall on the side which we desire to support,- it is used as a mere makeweight, and is rather an argument than a reason."
1 24 Am. Jur. 12; Palmer v. Warren Ins. Co., 1 Story, 369.
2 1 Pow. on Cont. 397, et seq.; 3 Chit. Com. L. 1151 Co. Litt. 42, 183; 2 Story, Eq. Jur. ch. 34.