Yazoo & Mississippi Valley Railroad v. Baldwin's Executors

Mississippi Supreme Court
Yazoo & Mississippi Valley Railroad v. Baldwin's Executors, 78 Miss. 57 (Miss. 1900)
Whitfield

Yazoo & Mississippi Valley Railroad v. Baldwin's Executors

Opinion of the Court

Whitfield, C. J.,

The fact that the scheme for the building of a town failed is no bar to the plaintiff’s right to recover for the failure to maintain the depot. The appellants’ agreement about the entirety of the consideration must fail, the appellant itself retaining the right of way and the four acres of ground for depot purposes. It is urged that the word used in this contract is ‘ establish ’ ’ and not, as in most of the cases cited by counsel for appellee, “establish and forever maintain;” “permanently locate;” “locate and continue,” etc. If the only feature of the contract was the depot,this argument would prevail; but the meaning of the word ‘ ‘ establish ’ ’ in this contract must be gathered from the whole contract, looking to the environment of the parties and the purpose of the contract. Thus considered, it is obvious that the depot was intended to last as long as the town, and the then intention, whatever its subsequent fate, was that the town was to last always, and, too, the depot and the right of way went together in one view as necessary to each other. The only trouble we have had has been as to the remedy — whether this action is the proper one, or whether there should not rather have been a rescission of the contract or a recovery of the land. But the appellee could elect this remedy as the full measure of his rights in the premises if they chose. The town has vanished; the railroad still runs through Greenwood plantation, adding to its value; but the depot the appellant refuses to rebuild. Damages for that is the full measure of appellees’ rights if they stand, as they do, on the contract. They may, instead of rescinding, elect to stand on the contract, or *65recover damages for its breach. In that view of the matter the judgment is

Affirmed.

Reference

Full Case Name
Yazoo & Mississippi Valley Railroad Company v. Lemuel L. Baldwin's Executors
Cited By
3 cases
Status
Published
Syllabus
1. Deeds. Construction. A deed by which a railroad company acquired a right of way and depot grounds must be construed according to its meaning as evidenced by the entire instrument; and when it is apparent therefrom, considered in the light of the environment of the parties and the purposes of the contract, that the company bound itself to establish and maintain a depot on the premises, such obligation will be enforced, although, by the literal terms used, it agreed only to establish one. 2. Same. Conditions violated. Right to stie for damages. If a railroad company continue to hold and use land conveyed to it upon condition that it will establish and maintain a depot on the premises, and it violate the condition, the grantor may, without rescission, maintain an action for damages resulting therefrom.