First Nat. Bank v. Savannah, F. & W. Ry. Co.

• Decision Date: 14 June 1895
• Citation: 18 So. 345,36 Fla. 183
• Parties: FIRST NAT. BANK OF FLORIDA v. SAVANNAH, F. & W. RY. CO. et al.
• Court: Florida Supreme Court

18 So. 345

36 Fla. 183

FIRST NAT. BANK OF FLORIDA v. SAVANNAH, F. & W. RY. CO. et al.

Florida Supreme Court

June 14, 1895

Appeal from circuit court, Duval county; W. B. Young, Judge.

Action by the First National Bank of Florida against the Savannah Florida & Western Railway Company and the Jacksonville Street-Railroad Company. Defendants had judgment on demurrer to the declaration, and plaintiff appeals. Affirmed.

Syllabus by the Court

SYLLABUS

1. The cause of action required to be filed with the declaration is to apprise the defendant of the nature and extent of the demand against him, in order that he may plead with greater certainty, and ordinarily constitutes no part of the declaration.

2. Where the declaration refers to a bill of particulars as being a part thereof, and in passing upon a demurrer to the declaration by the circuit court it was agreed upon the record that the bill of particulars should be treated as much a part of the declaration as if set out in full therein, the appellate court will consider the bill of particulars as a part of the declaration.

3. It is the duty of the court, in construing a written instrument to give effect to every clause therein, if it can be done consistently with the intention of the parties, and language in one clause should not be construed as superfluous merely because an implication of law arising from another clause would indicate that it was not necessary.

4. The Savannah, Florida & Western Railway Company and the Jacksonville Street-Railroad Company entered into a written contract on the 19th day of December, 1889, with the First National Bank of Florida, to the effect that the companies on demand, after date, promised to pay to the order of the bank the sum of $16,000, with interest at 6 per cent. per annum in order to secure the bank for the sum of $8,000 that it might pay for each of the said companies in honoring checks of a committee for constructing a viaduct in a street of the city of Jacksonville, it being understood, as expressed in the agreement, that, upon payment of the checks, the companies would reimburse the bank in from 2 to 10 days after payment. Held that, considering the entire agreement, it did not import a promise to pay interest on the sums of money paid out by the bank from the date of the contract, but only from the times of payment.

COUNSEL

Fletcher & Wurts, for appellant.

John E. Hartridge, for appellees. Appellant was plaintiff, and appellees were defendants, in the circuit court. The declaration alleges plaintiff to be a corporation organized and doing business under the laws of the United States of America, and the defendants to be corporations doing business in the state of Florida, and that, on the 19th day of December, 1889, in the county of Duval, and state of Florida, plaintiff and defendants entered into an agreement whereby the former agreed with the latter to guaranty to the city of Jacksonville the sum of $16,000, in case the same should become due, in equal parts from defendants, respectively, to the said city for the construction of a certain viaduct, and, in consideration thereof, defendants promised to pay on demand all such sums as should be paid by plaintiff in consequence of said guaranty, with interest at the rate of 6 per cent. per annum upon each payment so made by plaintiff from the said 19th day of December, 1889, to the date upon which defendants, or either of them, should reimburse plaintiff for such payments; that, in pursuance of said contract, plaintiff guarantied in writing the payment to said city of $8,000 by each of the defendants upon account of the viaduct, and afterwards plaintiff paid the sum of $16,000, in various sums, on the dates mentioned in the bill of particulars, made a part of the declaration, upon its liability under said written guaranty, and although defendants have reimbursed plaintiff for the principal of the money so paid, they have failed and refused to pay the interest upon the sums so advanced, at the rate of 6 per cent. from date of said contract to the date of reimbursements, respectively, to the damage of plaintiff in the sum of $2,500.

The declaration was demurred to, but before argument thereon additional counts were added by leave of the court, and the demurrer to the first count was applied to the entire declaration as amended. The first added count alleges that on the 19th day of December, 1889, defendants borrowed from plaintiff $16,000, and left same on deposit in the latter's bank, and in consideration of said loan defendants promised to repay said sum of money in such installments as should be drawn out upon the order of a committee, for the construction of the viaduct on Commercial street, in the city of Jacksonville, and upon demand, with interest at the rate of 6 per cent. per annum from the date of the loan to the date of repayment of each installment, respectively; that afterwards plaintiff paid the sum of $16,000, in various sums, on dates mentioned in bill of particulars, made a part of the count; and that, although defendants have reimbursed plaintiff for the principal of the money so paid out, they have refused to pay the interest upon the sums so drawn at the rate mentioned from the date of deposit to dates of reimbursement, respectively, to the damage of plaintiff $2,500. The second added count alleges that, on the 19th day of December, 1889, plaintiff promised defendants to pay to the order of a committee, for the construction of a viaduct on Commercial street, in the city of Jacksonville, the sum of $16,000, in consideration whereof defendants promised to repay all such sums as such committee might draw, up to $16,000, and to pay plaintiff interest on the money so advanced [36 Fla. 186] at 6 per cent. per annum upon sums drawn by said committee, to be computed upon the amount of each separate sum so drawn, from the 19th day of December, 1889, to the day of repayment by defendants to plaintiff; that afterwards plaintiff paid the sum of $16,000, in various sums, upon the checks or drafts of said committee, on dates mentioned in bill of particulars, made a part of the count; and that, although defendants have reimbursed the plaintiff for the principal of the money so paid, they have refused to pay the interest upon the sums so drawn by said committee from the 19th day of December, 1889, to the date of said reimbursements, respectively, to the damage of plaintiff $2,500. The third added count alleges that, on the 19th day of December, 1889, plaintiff and defendants entered into an agreement whereby the former agreed with the latter to guaranty the payments of checks to the amount of $16,000, drawn from time to time by authority of certain persons named, the committee having charge of the construction of the viaduct on Commercial street, in the city of Jacksonville, to become due in equal parts from defendants, respectively, for the construction of said viaduct, and in consideration thereof defendants, on the date mentioned, promised to pay on demand to the order of plaintiff the sum of $16,000, with interest at 6 per cent. per annum, and further to reimburse the plaintiff, upon the payment of said checks, in from 2 to 10 days after such payments; that in pursuance of said contract, and in consideration thereof, plaintiff placed on, to wit, the 19th day of December, 1889, the said sum to the credit of defendants, respectively, and guarantied in writing the payment of checks aggregating $16,000, drawn from time to time by the authority of certain persons named as the committee having charge of the construction of said viaduct, and being $8,000 for each of said defendants, on the said 19th day of December, 1889, and plaintiff paid the said sum of $16,000, and, although defendants have reimbursed plaintiff for the principal of the money so paid on the dates mentioned in the bill of particulars, made a part of the count, they have refused to pay the interest upon said sum of $16,000, or the amount standing to the credit of defendants from time to time as aforesaid, at the said...