Murphy v. Doll-Mar, Inc.
| Decision Date | 17 September 1980 |
| Docket Number | No. 79-282,DOLL-MA,INC,79-282 |
| Citation | 419 A.2d 1106,120 N.H. 610 |
| Parties | Charles A. MURPHY, Jr. and Guy V. Miller d/b/a M & M Partnership v. |
| Court | New Hampshire Supreme Court |
Snierson, Chandler & McKean, Laconia (Edgar D. McKean, III, Laconia, orally), for plaintiff.
Nighswander, Lord, Martin & KillKelley, Laconia (David S. Osman, Laconia, orally), for defendant.
This case is an action for breach of contract. Trial before a Master (Robert A. Carignan, Esq.) resulted in a recommendation that judgment be entered for the defendant. The Superior Court (Bean, J.) approved the master's recommendation, and the plaintiff excepted and filed this appeal.
Resolution of the dispute between the parties depends upon the interpretation to be given a clause in a promissory note given by the plaintiff to the defendant that reads, "There will be no interest payments on the first year." In his report, the master concluded that the language used in this clause was not ambiguous and ruled, as a matter of law, that the clause was to be interpreted as meaning that the first year's interest on the note was deferred and not waived. For the reasons which follow, we disagree.
In June 1976, the plaintiff purchased a parcel of real estate from the defendant. Under their financing agreement, the plaintiff executed a promissory note and tendered it to the defendant. As security for the note, the plaintiff granted the defendant a first mortgage on the property. The relevant terms of the note are as follows:
1. There will be no interest payments on the first year.
2. At the beginning of the second year, June 1, 1977, an interest payment of $3,655.00 shall be paid based on Eight and one-half percent (81/2%) on the total amount of $43,000.00.
3. The amount of Forty-Three Thousand Dollars (43,000.00) shall be paid in full on June 1, 1978.
4. The Buyer has the right to prepay the principal ($43,000.00) at any time before June 1, 1978.
Ten months later, in April 1977, the plaintiff secured a buyer for the property and sought a mortgage discharge from the defendant. The defendant, however, refused to discharge the mortgage unless the plaintiff paid interest in the amount of three thousand two hundred twelve dollars ($3,212), on the first year of the note. In order to effectuate the sale and convey clear title, the plaintiff, under protest, tendered the interest payment to the defendant. The plaintiff then brought this action alleging that the defendant breached the terms of the note by demanding interest that had accrued during the first year. It is the defendant's position that the terms of the note provide only for deferred payment of the first year's interest and the trial court accepted that interpretation as a matter of law.
At the outset we note that "as a general rule the interpretation of a written instrument is an issue of law for this court to determine." Erin Food Services, Inc. v. 688 Properties, 119 N.H. 232, 235, 401 A.2d 201, 203 (1979). In reaching the proper interpretation we require that the words and phrases used by the parties be given their common meaning, McIntire Enterprises, Inc. v. Geiger, 94 N.H. 368, 53 A.2d...
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