Brooks v. Bechill
Brooks v. Bechill
Opinion of the Court
delivered the opinion of the court.
This case turns upon the construction of the contract. Plaintiffs contend that they were required to furnish only such a quantity of gravel as the capacity of their plant would permit, while defendants claim that the contract should be so construed as to require plaintiffs to furnish as much as 100 cubic yards per day whenever required by them. The language of the contract is somewhat ambiguous, and in construing it it is necessary to consider the situation of the parties in reference to the subject-matter.
We will now consider clauses which it is claimed qualify or modify this otherwise absolute duty imposed upon plaintiffs. The principal qualification is in the following words:
“And the said Brooks and Downing further undertake and agree to construct bunkers and screening machinery upon their property heretofore described on or before the first day of July, 1907, and to supply the*205 said Bechill Brothers with the gravel as needed and required for their business in such quantities as the capacity of their plant will provide, but agree to establish a plant and to furnish to said Bechill Brothers not more than one hundred (100) cubic yards of screen gravel per day.”
Another provision is:
“The said Brooks and Downing shall not be required under this contract to furnish an excess of 100 cubic yards per day.”
Taking all these provisions together, we interpret this contract to mean that plaintiffs were bound to construct a plant with a capacity of not to exceed 100 cubic yards per day, and that they were required to so operate it as to supply all of defendants’ demands upon it up to 100 cubic yards daily. This is the only construction that renders the contract effectual for the purpose intended, and it is a familiar rule “that, if by a particular construction an agreement would be rendered frivolous or ineffectual, and the apparent object of the contract would be frustrated, but a contrary exposition, though per se less appropriate, looking to the words only, would produce a different effect, the latter interpretation shall be applied if it can possibly be supported by anything in the contract or in the nature thereof.” Chitty, Contracts (11 ed.) 112; Cobbs v. Fountaine, 24 Va. 487.
The construction above indicated makes the contract certain and effectual to accomplish the purpose contemplated. The opposite construction renders it uncertain and leaves with the plaintiff the option as to the quantity of gravel they shall furnish; an option which might be so exercised as to frustrate and render abortive the purpose of defendants in entering into the agreement.
We are of the opinion that the construction of the agreement given by the learned judge who passed upon it on demurrer and at the trial was correct, and the judgment is therefore affirmed. Affirmed.
Reference
- Full Case Name
- BROOKS v. BECHILL
- Status
- Published