Cawley v. Jean

• Decision Date: 17 June 1914
• Parties: CAWLEY v. JEAN.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

218 Mass. 263

105 N.E. 1007

CAWLEY v. JEAN.

Supreme Judicial Court of Massachusetts, Middlesex.

June 17, 1914

COUNSEL

John J. Devine, of Lowell, for plaintiff.

Qua Howard & Rogers, Stanley E. Qua, and Melvin G. Rogers, all of Lowell, for defendant.

OPINION

RUGG C.J.

This is an action of contract in which the plaintiff seeks to recover damages for an alleged breach by the defendant of certain covenants contained in a written lease between the parties, for a term to begin on October 21, 1901, and bearing that date, but in fact executed on March 8, 1902.

The first point to be determined is the date to which the words 'as the same now are,' in that part of the covenant which requires the lessee to deliver up the premises at the end of the term in 'as good order and condition * * * as the same now are,' refer, whether to the time when they were in fact used on March 8, 1902, after changes and alterations had been made, or the date named in the lease which is also the beginning of the term, October 21, 1901, before alterations and changes were made. It is familiar law that, when parties have put their contract in writing, all previous or contemporary oral negotiations are merged in the written instrument, which conclusively is presumed to express the bargain made. This is not only a rule of evidence, but is founded upon the substantive rights of the parties. If the terms of the agreement are ambiguous, or the sense of a word employed is obscure, oral evidence is admissible to show all the circumstances attending the transaction in order that the writing may be interpreted in the light of the situation of the parties at the time it was made. But where there is no uncertainty about the instrument oral evidence is not admissible. Butterick Publishing Co. v. Fisher, 203 Mass. 122-133, 89 N.E. 189, 133 Am. St. Rep. 283; Jennings v. Puffer, 203 Mass. 534, 89 N.E. 1036; Rochester Tumbler Works v. Woodbury Co., 215 Mass. 194, 197, 102 N.E. 438.

Construing the lease in the case at bar according to the terms used, it does not appear to be uncertain or open to doubt. When the date of a lease and the beginning of its term are the same there is no room for construction as to the meaning of words expressing present time. The word 'now' as matter of construction must refer to the date of the instrument and the beginning of the lease unless a mistake is apparent on the face of the papers, which is not the case here. 'Now' has sometimes been held to mean the beginning of the term, when that is different from the date of the lease. Holbrook v. Chamberlain, 116 Mass. 155, 17 Am. Rep. 146; White v. Nicholson, 4 Man. & Gr. 95; Chesapeake Co. v. Goldberg, 107 Md. 485, 69 A. 37, 15 Ann. Cas. 879. These cases do not control the case at bar but tend to confirm the conclusion here reached.

A further question turns on the meaning of the words 'good order and condition' in the covenants by the lessee:

'To quit and deliver up the premises to the lessor * * * at the end of the term in as good order and condition, reasonable use and wearing thereof, fire and other unavoidable casualties excepted, as the same now are.'

These words in leases have acquired no inflexible significance. They have not become words of property with a fixed and technical definition. They are to be interpreted as words used in written instruments commonly are interpreted in accordance with general usage and understanding. They seem to be reasonably plain. They impose on the lessee the obligation to make whatever repairs may be necessary in order that at the end of the term the estate may conform to the standard at the time fixed in the lease. Jaques v. Gould, 4 Cush. 384, 388. The covenant, however, is only to deliver the premises in 'as good order and condition as at the beginning of the lease.' This involves a comparison with the standard established by the lease. It does not require that they be delivered in 'the same order and condition' as in Reed v Harrison, 196 Pa. 337, 46 A. 415, nor in a 'like condition' as in Murray v. Moross, 27 Mich. 203, nor in the 'same state' as in White v. Nicholson, 4 Man. & Gr. 95. The signification of the difference between these and such like phrases substantially prohibiting any change in the condition of the premises, and the words in the present covenant, may be measured by reference to the further stipulation by the lessee that he will not 'make or suffer to be made any alteration but with the approbation of the lessor thereto in writing * * * first obtained.' This clause indicates a purpose in the minds of the parties that if both agree the lessee may make alterations. 'Alteration' as applied to a building usually denotes a change or substitution in a substantial particular. Com. v. Hayden, 211 Mass. 296, 97 N.E. 783. The repair and alteration clauses construed together manifest an intent that the building at the expiration of the term shall be returned to the lessor in a state of repair as good as it was at the beginning as to both its original construction and also such...