Pensacola Gas Co. v. Lotzes
| Decision Date | 15 June 1887 |
| Citation | 23 Fla. 368,2 So. 609 |
| Parties | PENSACOLA GAS CO. v. LOTZES and others. |
| Court | Florida Supreme Court |
Appeal from First judicial circuit, Escambia county.
Syllabus by the Court
In construing a contract all its parts should be considered; and the point to be ascertained is the meaning and understanding of the parties, as shown by the language used, applied to the subject-matter.
One part of an agreement may be resorted to, to explain the meaning of the language or expressions of another part.
The lessee of a hotel, and his lessors his creditors, who had a mortgage on the hotel outfit, and whose claims were past due and one C., entered into an agreement whereby the creditors agreed to forbear the enforcement of their claims for a stated period. The lessors also made certain concessions for the period stated, or until the creditors should, within such period, be paid. The creditors were also given a lien on additional personal property in and about the hotel. The lessee, Hickey, by said agreement, conveyed to C. all the personal property in and about the hotel, and agreed, as did the lessors, that C. should take entire and exclusive charge and management of the hotel, subject only to the right of Hickey, 'as innkeeper, to manage said hotel for the accommodation of transient guests and boarders for the use and benefit entirely of the' creditors. It was agreed by all that C. should render the lessors and creditors at least once a month a statement of the business of the hotel, of which he was to be clerk and book-keeper, and have exclusive charge of all accounts pertaining to its business, keeping also a personal expense account with H.; and that he should remit to the creditors with such monthly statements all moneys over and above the current expenses of the hotel. Upon full payment by C., within the period stated, of the sums due the creditors, he was to reconvey to Hickey, but upon failure to pay in full he was to convey to the creditors, unless the lessors should assume the indebtedness, when conveyance was to be made to the lessors. Held, (1) that the 'creditors' (defendants and appellees) did not by such contract become liable for any expense of operating the hotel, and that it was not the purpose of the parties thereto to create any such liability upon the said creditors; (2) that the meaning of the expression as to managing the hotel 'for the use and benefit entirely of the' creditors is shown by the subsequent clauses of the agreement, which provide, in effect, that the net earnings of the hotel should be applied, in so far as necessary, to the payment of their claims.
J. C. Avery, for appellant.
Maxwell & Mallory, for appellees.
The appellant was plaintiff, and the appellees were defendants in the circuit court. These defendants are D. K. Hickey, who is the party of the first part, and the John Shiletto Company, a body corporate, Henry Oskamp, and A. Lotzes Sons & Co., who are the several parties of the third part to the contract set out in the statement of the case. The declaration alleges that the defendants became liable by such contract to pay debts contracted for the purpose of conducting the hotel for the uses mentioned and purposes set forth in the contract, and that thereafter the plaintiff supplied gas of the value of $699.17 for the hotel, and that such gas was used therein while it was being conducted under the terms of the contract. The defendants demurred to the declaration, and the demurrer having been sustained, and the plaintiff not desiring to amend his declaration, judgment was rendered in favor of the defendants, and the plaintiff appealed.
The question before us is whether or not the defendants became liable, by virtue simply of this contract, to pay debts contracted in conducting the hotel. It is apparent from the terms of the contract that Hickey, the party of the first part, was the lessee of the New Continental Hotel at Pensacola, and that he was indebted to the parties of the third part in the sum of about $15,000, and that such indebtedness was, at the date of the contract, past due, and this indebtedness was secured by a mortgage on the bulk of the furniture and outfit of the hotel. The concession made by the parties of the third part is a forbearance in the enforcement of their claim for the period of three years, upon the condition that one-third of it should be paid annually during such period. The concession made by the hotel company, the parties of the second part, is a release of 50 per cent. of their rental until the parties of the third part shall be paid; but not for a longer period, however, than said three years, and a...
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