Gendler Stone Products Co. v. Laub
| Decision Date | 24 September 1970 |
| Docket Number | No. 54160,54160 |
| Parties | GENDLER STONE PRODUCTS CO., Inc., Appellant, v. Rex LAUB and Gladys M. Laub, Appellees. |
| Court | Iowa Supreme Court |
S. David Peshkin, of Peshkin & Robinson, Des Moines, for appellant.
Davidson & Hemphill, Clarinda, and Wilson & Wilson, Shenandoah, for appellees.
This appeal is from a judgment of the trial court interpreting a lease and an addendum thereto and finding plaintiff in default of payment of its 1969 advance royalty to defendants under the terms thereof. We reverse.
Plaintiff's petition in equity asked the trial court to find, (1) the limestone and gravel lease, dated June 16, 1958 and the addendum thereto dated April 22, 1969 to be in full force and effect, (2) the notice of cancellation and termination served by defendants be held null and void and (3) plaintiff entitled to an order restraining defendants from doing anything which might interfere with plaintiff's rights under the terms of the lease.
The cause was submitted to the trial court on a stipulation of facts where adverse rulings against each of plaintiff's claims were made. They constitute plaintiff's three propositions which are here assigned for a reversal.
The original lease, a limestone and gravel lease of real estate, was for a term of 20 years, to commence on the date of its execution, June 16, 1958. The lessors were Ira Dale Laub and Dollie v. Laub. The lessee was Herman E. Snater. His attorney prepared the original lease. The record does not disclose who prepared the addendum. The lease required the lessee to pay the lessors a royalty of ten cents per unit of sale, being either a ton or cubic yard for all limestone and gravel removed from the premises of the lessors and marketed. The lease provided if any royalty or rental in lieu thereof be not paid within 30 days after the due date lessors might terminate the lease by giving lessee written notice of termination within 15 days after the end of said 30-day period.
Our concern here is with item 4(c) of the original lease as changed, altered or modified by the terms of the addendum. Item 4(c) of the original lease provided:
On April 22, 1959, a little more than ten months following the execution of the original lease the parties thereto entered into an agreement which they categorized as an addenda, the pertinent provisions of which are:
'It is mutually agreed:
'1. That provision contained in the original lease under Paragraph numbered Four (4), (c) providing for annual rental of One Hundred Dollars ($100.00) per year for each year in which the Lessee does not mine, quarry, or market limestone or gravel is stricken from such lease.
On October 22, 1963 Snater assigned all his interest in the lease to Schildberg Construction Company, Inc. On May 15, 1964 Schildberg assigned to Annette Gendler Isaacson and Everett Gendler who eleven days later assigned said lease to Gendler Stone Products Co., Inc., plaintiff herein. Defendants are the successors in interest to the original lessors. When they became so is not shown by the record.
The parties' stipulation submitted to the trial court includes:
'9. That payments by the Lessees to the Lessors of advance royalties pursuant to Paragraph 2 of the Addenda to Lease dated April 22, 1959, as substituted for Paragraph 4(c) of the Lease, were made as follows:
April 22, 1959 - $1,000.00
April 21, 1960 - $1,000.00
April 20, 1961 - $1,000.00 (Two payments
June 8, 1961 - $1,000.00 made in 1961
June 19, 1963 - $1,000.00 none in 1962)
June 15, 1964 - $1,000.00
June 16, 1965 - $1,000.00
July 9, 1966 - $1,000.00
June 15, 1967 - $1,000.00
June 17, 1968 - $1,000.00
Postmarked - Aug. 1, 1969 - $1,000.00
'10. On August 1, 1969, Plaintiff (Lessee) mailed and postmarked by ordinary mail to Defendant the check referred to in Paragraph 9 above in the amount of $1,000.00 in payment of the advance royalty required under the terms of numbered paragraph 2 of the Addenda to Lease.
'11. That Defendants (Lessors) received the check referred to in Paragraph 10 above on August 2, 1969.
'12. That on the 1st day of August, 1969, Plaintiff (Lessees) received the Notice of Cancellation and Termination by registered mail, notifying Plaintiff that the Defendants (Lessors) did hereby cancel and terminate the Limestone and Gravel Lease and Addenda thereto; that said Notice of Cancellation and Termination is marked Exhibit 'C' attached hereto and by this reference made a part of this Statement of Facts, and was mailed and postmarked July 31, 1969.
'13. That on the 5th day of August, 1969, the Plaintiff (Lessees) received back from the Defendants (Lessors) by certified mail the check in the amount of $1,000.00 which Plaintiff heretofore sent to Defendants on August 1, 1969, and received by the Defendants August 2, 1969.
I. This cause being in equity our review is de novo. Rule 334, Rules of Civil Procedure. Credibility of witnesses is not involved as all facts were stipulated. The primary problem presented is the proper interpretation of the lease and addendum. The thrust of plaintiff's contention is the due date of advance royalty payments is April 22. Defendants assert that date is June 16. Each argues conduct of the parties supports their respective claims.
II. When the court is asked to interpret a contract which the parties made for themselves the object is to ascertain the meaning and intention of the parties as expressed in the language used.
We have said that in determining the actual significance and proper legal meaning of the agreement, extrinsic evidence throwing light on the situation of the parties, the antecedent negotiations, the attendant circumstances and the objects the parties were striving to attain is necessarily regarded as relevant. See Hamilton v. Wosepka, 261 Iowa 299, 306--307, 154 N.W.2d 164, 168--169.
Here the stipulated facts did not bear on these factors. In these circumstances it is the court's duty to give effect to the language of the entire contract in accordance with its commonly accepted and ordinary meaning, and not make a new contract for the parties by arbitrary judicial construction. We will not resort to rules of construction where we thus find the intent of the parties is expressed in clear and unambiguous language. Bruhl v. Thul, 257 Iowa 889, 892--893, 134 N.W.2d 571, 573--574, and citations.
III. Ambiguity may be said to appear when, after the application of pertinent rules of interpretation to the face of the instrument, a genuine uncertainty results as to which one of two or more meanings is the proper one. Morris Plan Co. v. Bingham F....
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...uncertainty exists concerning which of two reasonable constructions is proper. Berryhill, 428 N.W.2d at 654; Gendler Stone Prod. Co. v. Laub, 179 N.W.2d 628, 631 (Iowa 1970). The test for ambiguity is an objective one: "Is the language fairly susceptible to two interpretations?" Central Bea......
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...528 N.W.2d 550, 555 (Iowa 1995). Second, courts must strive to give effect to all the language of a contract. Gendler Stone Products Co. v. Laub, 179 N.W.2d 628, 630 (Iowa 1970). Because an agreement is to be interpreted as a whole, in accordance with its commonly accepted and ordinary mean......
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Fashion Fabrics of Iowa, Inc. v. Retail Investors Corp.
...was surplusage at best. We do not agree. Courts must strive to give effect to all the language of a contract. Gendler Stone Products Co. v. Laub, 179 N.W.2d 628, 630 (Iowa 1970). Because an agreement is to be interpreted as a whole, it is assumed in the first instance that no part of it is ......
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Sager v. Farm Bureau Mutual Insurance Co., No. 3-522/02-1433 (Iowa App. 11/26/2003)
...was in no better position to judge credibility than we are because the case was submitted on stipulated facts. Gendler Stone Prod. Co. v. Laub, 179 N.W.2d 628, 630 (Iowa 1970). Therefore, a remand to make the necessary findings based on credibility would be meaningless. Cf. Conklin, 586 N.W......