Atlanta & St. A.B. Ry. Co. v. Thomas

• Decision Date: 22 October 1910
• Citation: 53 So. 510,60 Fla. 412
• Parties: ATLANTA & ST. A. B. RY. CO. v. THOMAS et al.
• Court: Florida Supreme Court

53 So. 510

60 Fla. 412

ATLANTA & ST. A. B. RY. CO. v. THOMAS et al.

Florida Supreme Court, Division A.

October 22, 1910

Error to Circuit Court, Jackson County; J. Emmet Wolfe, Judge.

Action by G. M. Thomas and another against the Atlanta & St. Andrews Bay Railway Company. Judgment for plaintiffs, and defendant brings error. Reversed, and new trial granted.

Syllabus by the Court

SYLLABUS

Actions ex contractu may be maintained only in accordance with the lawful rights and interests of the parties as they appear by the contract.

Where the rights and interests of the parties are definitely and clearly stated, the terms of the contract, fairly interpreted, should control, for it must be assumed that the intent of the parties is as it is distinctly and positively expressed by them. If the language used is ambiguous, the real intent of the parties should be ascertained, and it may be shown in an appropriate way when such showing is not inconsistent with the express terms and purpose of the contract.

Even though a contract be in form joint in its obligations, if the real rights and interests of the obligees among themselves be several and not joint, actions may be maintained severally by the obligees as their rights and interests appear, when the express terms and purpose of the contract are not in substance thereby violated or disregarded.

In ascertaining the intention of the parties and in determining whether the rights and interests of covenantees are in reality joint or several, the subject-matter of the contract the language used, the purpose designed, the consideration furnished, and the circumstances that induced the making of the contract may be considered.

Where the consideration furnished by the obligees is several and not joint, the interests of the obligees may prima facie be regarded as several and not joint if other features of the contract do not clearly conflict.

A covenant to locate a station and depot at a stated point on a railroad, 'that the interest of all parties may be best subserved,' is not inconsistent with separate interests of the obligees, but it comports with the existence of distinct rights to maintain actions for the redress of injuries resulting proximately from a breach of the covenant as the interests of the obligees under the contract may appear.

The interests and rights of action under a contract are not joint, where the obligees may suffer separate and distinct but unascertained pecuniary injuries from a breach of the contract.

Where a railroad company has accepted the benefits of a contract granting a right of way and has entered upon the possession and use of the right of way, it cannot raise the question of the authority of one who executed the contract in its name.

While a right of way and depot site for a common carrier railroad company may be secured by condemnation proceedings, and the amount to be paid therefor would be the just value of the lands taken, yet the parties may contract for a right of way and depot grounds, and they are entitled to all the legitimate benefits of a valid contract.

Under the statute an agreement may be made for the location of a railroad depot at a particular point on the line of the road in return for a right of way.

The damages recoverable for a mere breach of a contract are not such as are arbitrary or unreasonable, but such as are compensatory only for losses proximately resulting from the breach where the losses are capable of reasonably certain ascertainment and may fairly and reasonably be considered either as arising naturally, i. e., according to the usual course of things from such breach of contract itself, or such as may reasonably be supposed to have been in the contemplation of both parties at the time they made the contract as the probable result of the breach of it. If unusual results are contemplated, they should be provided for in the contract.

To warrant a recovery of substantial damages, the losses complained of must have actually and proximately resulted from the breach of the contract; they must be of such a nature that they should reasonably have been contemplated by the parties as a probable result of a breach of the contract and the amount of the losses must be capable of reasonably certain ascertainment, and not remote, conjectural, contingent, or speculative.

Losses that are the necessary result of a breach of contract or duty are presumed to have been contemplated by the parties and may be recovered under a general allegation of damages, without being separately pleaded. Losses that naturally and probably, but not necessarily, result may be recovered as special damages; but they should be specifically pleaded.

Where a railroad station has not been located on land as agreed, and the contract apparently did not contemplate a depreciation in the value of the land if the station was not located as agreed, damages for losses incurred by a depreciation in the value of adjacent land may not be recovered, as such depreciation does not necessarily or naturally result proximately from the mere failure to locate the station as agreed, and there appears to be no reliable basis from which to determine with any degree of certainty the amount of the depreciation.

Reasonable and just compensatory damages may be recovered for losses actually and proximately caused by the breach of the contract to locate a station and depot at a certain point on a railroad line, such as the expense of hauling to a more distant point and the failure of the lands near the place where the station was agreed to be located to advance in value, if the character of the losses is such that they fairly should have been contemplated by the parties as a natural and probable proximate result of the breach, and the amounts of the losses are capable of reasonably certain ascertainment.

Remote, speculative, or excessive damages should not be allowed.

COUNSEL Price & Lewis and W. B. Farley, for plaintiff in error.

Paul Carter and C. L. Willson, for defendants in error.

OPINION

WHITFIELD C.J.

On September 25, 1909, an amended declaration was filed in the circuit court for Jackson county, Fla., by the defendants in error, in which it is in substance alleged that about October, 1906, the railroad company was constructing a line of railroad from Dothan, Ala., passing through Jackson county, Fla., to Panama City, Fla. That the railroad company desired to secure a right of way over certain lands owned by plaintiffs and Julia L. Thomas. That G. M. Thomas resided on section 12, township 2 north, range 12 west, at Compass Lake in Jackson county, Fla. That plaintiffs, under the name of Thomas Bros. Company, owned and operated at Compass Lake Fla., a sawmill and also engaged in the production of naval stores. That it was necessary and practically indispensable to the profitable conduct of each of their said businesses, and the convenience of others thereabout residing, that a depot and station should be built and constructed at Compass Lake, Fla. That a portion of the lands over which the defendant wanted a right of way was the exclusive property of said Julia L. Thomas, and the defendant was not able to obtain from her the desired right of way over her lands. That said Julia L. Thomas is the mother of plaintiffs, and the defendant negotiated with plaintiffs as partners aforesaid to secure for defendant the right of way across the lands of said Julia L. Thomas, and over lands owned by plaintiffs, some severally and some as partners. That Julia L. Thomas was not interested in or the owner of lands at or near Compass Lake, Fla., but the lands were the property of the plaintiffs as hereinbefore mentioned. That a contract granting the right of way was entered into by said Julia L. Thomas and plaintiffs with defendant 'for and upon the consideration of the erection at said Compass Lake, Fla., on the land at the place described of a full station, a commodious depot, fully sufficient in size and extent to handle and accommodate all the passengers and freight business offered said defendant at said station. The said contract was made and entered into without any further consideration in the premises to the said Julia L. Thomas, and was for the benefit exclusively of the plaintiffs.' That defendant has availed itself of the contract in every particular, entered upon, and still continues to use and occupy the said lands or a greater part of them, for its right of way, and has built its railroad thereon. That the line of railroad has long since been completed and is in operation, but defendant has not complied with its contract and has broken it in this: 'That it has utterly refused and failed, and still fails and refuses, to guild, construct, and maintain the station and depot as provided in said contract.' That 'plaintiffs have been compelled to construct and build a road to a point 1 1/2 miles distant from their place of business at Compass Lake aforesaid, where defendant has provided some rude and inadequate facilities for receiving and discharging freight. That said road was constructed at an expense of $100 to plaintiffs.' 'That the place at which said station and depot was to have been was within 200 yards or thereabout to plaintiffs' mill and other place of business, but for want of facilities and failure to provide said facilities the said plaintiffs have been compelled to haul all the products of the said sawmill and naval stores and other products shipped by them to said more distant point where defendant has provided, as aforesaid, rude and inadequate facilities as aforesaid; and they have also been compelled, for reasons aforesaid, to haul from said more distant point all freight received by them in their said business, causing additional...