Reference

Full Case Name

L. Straus & Sons v. John Wanamaker

Cited By

14 cases

Status

Published

Syllabus

Contract — Construction of — Inconsistent and repugnant clauses. If there be two clauses in a contract so totally repugnant to each other ‘that they cannot stand together, the former shall be received and the latter rejected. Where a contract distinctly guarantees a certain per cent profit on the cost of goods to be sold, and a supposed explanatory clause is added which is inconsistent with, and would partially destroy it, the obvious method of construing it is to hold that the parties clearly stated their purpose in the beginning, and that the use of an improper expression as a •supposed equivalent of their former expression will not vitiate the contract. W., the proprietor of a large store, entered into an agreement in writing with S., the proprietor of a china and glassware store, by which S. was ■to move his business into W.’s store, as a department of W.’s business, ■and W. was to “ guarantee that the profits from the sales of the goods ■shall not be less than fifty per cent over and above the cost of said goods, ■and should the profit fall short of this S. is authorized to charge such ■deficit as may arise to W. at the semi-annual settlement. The guarantee Contract — Construction of contract by act of the parties. Wherever the terms of an agreement are equivocal or doubtful, or the language of a contract is ambiguous, the interpretation of it by the parties is entitled to great, if not controlling, influence. An agreement of reference left “ all differences to arbitration, .... the arbitration to pass only upon the proper interpretation of the rights of each of the contracting pai’ties as expressed in the contract and its renewal.” Held, that settlements under the contract made between the parties were admissible in evidence as bearing upon the construction of the contract by the parties themselves. Under an agreement the profits were originally to be equally divided between the parties. In a subsequent renewal plaintiffs agreed to ‘ ‘ allow ” defendants $5,000 yearly out of the profit fund, and by a still later renewal it was provided that plaintiffs should “ give” defendants 10 per cent of the total sales. Held, that in the division of the profits 10 per cent of the sales should first be deducted from the profit fund and the balance of the fund be divided equally, plaintiffs giving to defendant $5,000 from their portion, especially as such construction had been placed upon the agreement by the parties in their semiannual settlements.