Christopher and Tenth Street Railroad Co. v. Twenty-Third Street Railway Co.

• Decision Date: 07 April 1896
• Citation: Christopher & T. St. R. Co. v. Twenty-Third St. Ry. Co., 149 N.Y. 51, 43 N.E. 538 (N.Y. 1896)
• Court: New York Court of Appeals Court of Appeals
• Parties: THE CHRISTOPHER AND TENTH STREET RAILROAD COMPANY et al., Appellants, v. THE TWENTY-THIRD STREET RAILWAY COMPANY et al., Respondents.

149 N.Y. 51

43 N.E. 538

CHRISTOPHER & T. ST. R. CO. et al.

v.TWENTY-THIRD ST. RY. CO. et al.

Court of Appeals of New York.

April 7, 1896.

Appeal from supreme court, general term, First department.

Action by the Christopher & Tenth Street Railroad Company and others against the Twenty-Third Street Railway Company and others.From a judgment of the general term (29 N. Y. Supp. 233) affirming a judgment dismissing the complaint on the merits, plaintiffs appeal.Affirmed.

James C. Carter, for appellants.

E. Randolph Robinson, for respondents.

MARTIN, J.

The essential purpose of this action, as alleged in the complaint, was to reform a contract or lease made by and between the Twenty-Third Street Railway Company, the Bleecker Street & Fulton Ferry Railroad Company, and the Christopher & Tenth Street Railroad Company, dated the 20th day of May, 1884.The plaintiffs sought to have the lease reformed by adding to the reservation therein, after the words ‘Fourteenth street,’ and words ‘between Ninth and Eleventh avenues.’The reservation contained in the lease reads as follows: ‘It being understood and agreed that the party of the first part (the Twenty-Third Street Company) shall also have the right to run and operate its cars upon and through the above-mentioned railroad and route, in and along Fourteenth street.’The route in Fourteenth street to which this provision refers is described in the lease as follows: ‘Commencing at the intersection of Fourteenth street and Fourth avenue; thence through and along Fourteenth street, with double tracks, to Eleventh avenue.’One of the claims of the appellants is that the language of the reservation is ambiguous, and therefore it should be construed having regard to the situation of the parties and the surrounding circumstances when it was made.We discover no ambiguity in the language employed.The provision is that the lessor shall also have the right to run and operate its cars upon and over the above-mentioned railroad and route in and along Fourteenth street.When we examine the description of the route to which reference is made, we find it perfectly and completely described as commencing at the intersection of Fourteenth street and Fourth avenue, thence through and along Fourteenth street, with double tracks, to Eleventh avenue.This description designates but a single route, and definitely states the points where it commences and terminates.The reservation expressly refers to it, and it clearly includes the route thus described, and no other.There is no room for doubt or question as to the meaning and intent of the language employed, and therefore no room for construction.The apparent meaning must be regarded as the intended one.Schoonmaker v. Hoyt, 148 N. Y. 425, 42 N. E. 1059.

The real and only question at issue between the parties was whether, by accident or mutual mistake, the written instrument executed by them failed to correctly express the actual agreement between them, and therefore should be reformed, or, in other words, whether there was any such mutual mistake.The learned judge before whom the case was tried at special term found that ‘neither the defendant the Twenty-Third Street Railway Company, nor the defendant the Bleecker Street and Fulton Ferry Railroad Company, ever at any time assented or agreed that the reservation of the right of the Twenty-Third Street Railway Company to run and operate its cars in Fourteenth street should be limited to that portion of the railroad and route in Fourteenth street, and lying west of Ninth avenue’; that ‘the plaintiff the Christopher and Tenth Street Railroad Company, at the time of the execution and delivery of the said lease of May 20, 1884(of which a copy is set forth in the complaint as ExhibitNo. 3), and at all times afterwards, was fully aware of the precise terms of the reservation in said lease of the right of the Twenty-Third Street Railway Company to run and operate its cars over the entire railroad route on Fourteenth street, between Fourth avenue and Eleventh avenue, and of the scope and effect of such reservation, and that the Twenty-Third Street Railway Company claimed the right to run and operate its cars over the said route, east as well as west of Ninth avenue’; that ‘the plaintiff the Central Cross-Town Railroad Company, at the time of entering into the said lease with the Christopher and Tenth Street Railroad Company, on or about the 26th day of April, 1890, and prior to said time, was fully aware of the precise terms of the reservation in the said lease of May 20, 1884, of the right of the Twenty-Third Street Railway Company to run and operate its cars over the entire railroad route on Fourteenth street between Fourth avenue and Eleventh avenue, and of the scope and effect of such reservation, and that the Twenty-Third Street Railway Company claimed the right to run and operate its cars over the said route, east as well as west of Ninth avenue’; that ‘the said lease of May 20, 1884, between the Christopher and Tenth Street Railroad Company and the Twenty-Third Street Railway Company and the Bleecker Street and Fulton Ferry Railroad Company, set forth in the complaint as ExhibitNo. 3, fully embodies and correctly expresses the real agreement made between the said parties to the lease in question’; that ‘there was no mutual mistake in respect to any of the provisions of the lease in question’; and that ‘the parties to said lease never at any time mutually agreed, in terms or in substance, upon a provision that the use of the route in Fourteenth street by the Twenty-Third Street Railway Company should be restricted to that portion of the route west of Ninth avenue; but, on the contrary, the said parties did mutually agree upon the said lease of May 20, 1884, sought to be reformed in this action.’Upon the facts as found, the trial court held that the plaintiffs were not entitled to a reformation of the contract, or to any of the relief demanded in the complaint, and that the defendants were entitled to a judgment dismissing the complaint upon the merits, with costs.Several of the findings quoted were classified by the trial judge as conclusions of law.If improperly designated as such, still, for the purpose of upholding the judgment, they will be given the same effect as if they were embraced in and designated as findings of fact.Berger v. Varrelmann, 127 N. Y. 281, 27 N. E. 1065;Parker v. Baxter, 86 N. Y. 586;Murray v. Marshall, 94 N. Y. 611;Adams v. Fitzpatrick, 125 N. Y. 124, 26 N. E. 143.

To enable the plaintiff to maintain this action, it was incumbent upon them to show that there was a mistake; that it was mutual, and one made by all the parties to the agreement, so that the intention of neither was expressed.If it was such a contract as one of the parties intended to make, and the one it understood the others also intended to make, the court had no power to reform it (Paine v. Jones, 75 N. Y. 593); as under such circumstances it would be making a new contract for the parties, and unjust to the ones who made no mistake (Nevius v. Dunlap, 33 N. Y. 676;Story v. Conger, 36 N. Y. 673;Lyman v. Insurance Co., 17 Johns. 373).In an action for the reformation of a written instrument upon the ground of...