Canal Lumber Co. v. Florida Naval Stores & Mfg. Co.

• Decision Date: 08 April 1922
• Citation: 92 So. 279,83 Fla. 501
• Parties: CANAL LUMBER CO. et al. v. FLORIDA NAVAL STORES & MFG. CO.
• Court: Florida Supreme Court

92 So. 279

83 Fla. 501

CANAL LUMBER CO. et al. v. FLORIDA NAVAL STORES & MFG. CO.

Florida Supreme Court

April 8, 1922

Bill by the Florida Naval Stores & Manufacturing Company against the Canal Lumber Company and others. A final decree of foreclosure was entered in favor of the plaintiff, and the defendants appeal.

Reversed.

Ellis J., dissenting.

Syllabus by the Court

SYLLABUS

Intent of party with respect to any part of contract must be gleaned from the whole contract. In construing a contract it is not enough to look to an isolated phrase or paragraph of the contract. The intent of the parties with respect to any feature of the contract must be determined from an examination of the whole of the contract.

Where contract provides that it is subject to terms of other contracts, they must be considered in determining intent. Where a contract expressly provides that it is subject to the terms and conditions of other contracts which are clearly designated, such other contracts must be considered in determining the intent of the parties to the transaction.

Parties' intention must be gathered from whole instrument, which must be construed to render all its provisions consistent, if possible. The primary consideration in the construction of a contract is the intention of the parties thereto, and this intention must be gathered from an examination of the whole instrument, which must be so construed as to render all its provisions consistent and harmonious, if this can be done.

If answer in chancery is relevant and can influence the decision, it will not be stricken as impertinent. If matter contained in an answer in a chancery cause is relevant and can have any influence upon the decision of the subject-matter of the controversy, it is not impertinent, and will not be stricken.

Appeal from Circuit Court, Duval County; Daniel A Simmons, judge.

COUNSEL

George C. Bedell, Wm. T. Stockton, and Herman Ulmer, all of Jacksonville, for appellants.

Haley &amp Heintz and Herbert L. Anderson, all of Jacksonville, for appellee.

OPINION

WEST J.

This appeal brings to this court for review one question only, namely, the propriety of the ruling of the chancellor striking, upon motion of complainant, one paragraph of the joint and several answer of defendants Canal Lumber Company and Stockton, Smith, and Brown to the amended bill of complaint. Prior to this ruling the court, in passing upon a demurrer to the bill, construed it to be a bill for the foreclosure of a vendor's lien upon the property described, and so construing it, overruled the demurrer. The defendants named are the only ones contesting the suit. It is recited in the record that one other defendant answered, but his answer is not contained in the record. Decrees pro confesso for failure to appear or interpose any defense were entered against the other defendants. After the taking of testimony, reported by a special examiner, the court, upon consideration of the case, entered final decree of foreclosure of the lien in accordance with the prayer of the bill. From this decree an appeal was taken to this court.

The error assigned is the ruling of the court granting the motion of complainant to strike a part of the third paragraph of the answer of defendants Canal Lumber Company and Stockton, Smith, and Brown to the amended bill of complaint.

The contract sued upon is one made on the 15th day of July, A. D. 1918, between Florida Naval Stores & Manufacturing Company, a corporation, and J. A. Rentz for the sale of certain timber, stumpage rights, and other property upon certain lands described in the contract.

The provision of the contract sued on which is the basis of the controversy and upon which the decision turns is that describing the property conveyed or to be conveyed by complainant to defendant Rentz upon his compliance with the terms and conditions of the contract. By this provision the complainant, 'upon the compliance by the said J. A. Rentz of all the terms, stipulations, conditions, and agreements herein contained,' agrees to 'sell and convey to the said J. A. Rentz: (1) Without warranty, all of the stumpage coming within the terms of the aforesaid agreement of October 1, 1909, and the supplement thereto dated December 11, 1917, now available for logging and milling purposes, subject, however, to all the terms and conditions of the said contract of January 30, 1917.'

The 'aforesaid agreement of October 1, 1909,' referred to is an agreement under which a predecessor in title of complainant acquired his interest in the property conveyed. The supplement dated December 11, 1917, is to this contract, and, while it asserts that it is not to be construed as changing the original contract, it does contain slight modifications of it. The contract 'of January 30, 1917,' referred to, subject to the terms and conditions of which the contract sought by this suit to be enforced was made, seems to be the contract of January 30, 1918, under which complainant acquired title to the property. There is no contract in the record dated January 30, 1917. The date of the contract or conveyance of the property involved by which the immediate predecessor in title of complainant acquired it is not given in the record, but it must have been subsequent to the supplemental contract of December 11, 1917, for the reason that this contract was made between the parties to the original contract or conveyance, and clearly indicates that the interest of complainant's immediate predecessor must have been acquired subsequent to that date.

The paragraph stricken from the answer, the ruling upon which is made the basis of the assignment of error, is as follows:

'And these defendants further say that for the consideration mentioned the complainant in and by its said agreement covenanted and agreed that the stumpage upon all of the lands included in said agreement lying west of the East Coast Canal should be available for logging and milling purposes by October 1, 1919; that said stumpage was not so available; that same was necessary for the continued operation of said Canal Lumber Company; that said stumpage was not on said day or at any time prior to the institution of this suit available for logging or milling purposes as in said contract agreed.'

The contention of the contesting defendants, appellants here, is that by its contract complainant conveyed to Rentz the 'stumpage' described in the contract, subject to the terms and conditions of the several contracts referred to, in consideration for which Rentz agreed and promised to pay an agreed consideration in fixed installments at stated periods; that certain terms and provisions of the contract required by complainant to be complied with, namely, the making available by complainant of the 'stumpage' on all the land described in the contract west of the East Coast Canal by October 1, 1919, were not performed, and therefore complainant is not in position to demand or enforce payment by these defendants, as successors of Rentz, of amounts alleged in the bill to be due by them under his contract of purchase.

The supplemental contract of December 11, 1917, which is in the form of a letter from one who may, so far as this proceeding is concerned, be regarded as the original owner of the property conveyed to his immediate grantee, contains the following paragraph:

'It is understood that I now and hereby deliver to you to cut about 13,000 acres of said land according to the list hereto attached, which list is information and does not alter original contract. (I will also deliver for the purpose of being cut the balance of the timber on the west side of the canal on October 1, 1909,) which will include all the timber on the west side of the canal not now delivered, and, if possible, I will begin these deliveries in October, 1918.'

It is stated in the brief of appellee, and seems to be conceded, that the date 'October 1, 1909,' stated in this quoted paragraph, is error, and should be October 1, 1919, and this must, in the very nature of things, be true, since the date of the instrument is December 11, 1917, and the quoted paragraph, with respect to the date mentioned, clearly refers to a future event. By comparing the stricken paragraph of the answer with this paragraph of the contract, it will be easily recognized that the defense attempted to be set up is based upon this paragraph of the contract, defendants contending that Rentz acquired 'all of the stumpage' coming within the terms of the contract of October 1, 1909, and the supplement thereto, from which the foregoing paragraph is quoted. If the series of contracts considered as a whole are susceptible of this construction, then clearly there is some basis for defendants' contention, and the order striking the quoted paragraph from the answer was error.

On the other hand, complainant, appellee here, contends that by the express terms of the contract between complainant and Rentz he (Rentz) acquired only the timber described in said original contract and supplement thereto 'now available,' that is to say, 'available' or released and subject, under the terms of the original contract, to be cut and removed on the 15th day of July, A. D. 1918, the date of the contract between complainant and Rentz, and that his successors, the contesting defendants, received from him only such interest as he possessed; that by the terms of the supplemental contract the timber on the west side of the canal was not available until October 1, 1919, and, not being available on July 15, 1918, the date of the contract between complainant and Rentz, it was not conveyed to him.

It may be admitted that the situation is complicated and confused somewhat by making each of the series of contracts...