Pettee v. Omega Chapter of Alpha Gamma Rho

• Decision Date: 06 March 1934
• Citation: 171 A. 441
• Court: New Hampshire Supreme Court
• Parties: PETTEE v. OMEGA CHAPTER OF ALPHA GAMMA RHO.

171 A. 441

PETTEE

v. OMEGA CHAPTER OF ALPHA GAMMA RHO.

Supreme Court of New Hampshire. Strafford.

March 6, 1934.

Transferred" from Superior Court, Strafford County; Young, Judge.

On motion for rehearing.

Former result affirmed.

For former opinion, see 170 A. 1.

Conrad E. Snow, of Rochester, for the motion.

PEASLEE, Chief Justice.

It is now argued that because the thoughts, intent, or understanding of one party, preceding the execution of A written contract, may, under some circumstances, be used to apply or defeat the writing, therefore it was error to conclude that in this case such evidence was not admissible to aid in construing this writing.

As a basis for the position now taken by the plaintiff, the rules given by the American Law Institute are quoted as follows: If, after applying certain standards of interpretation the writing is ambiguous, "the rules governing the interpretation of agreements which have not been integrated are applicable." Restatement, Contracts, § 231. Those rules are: "Where a party's manifestation of intention is uncertain or ambiguous and neither party knows or has reason to know that the other party may give a different meaning to the manifestation, it is given the meaning in favor of each party that he intended it should bear. The same rule is applicable where both parties know or have reason to know of such an uncertainty or ambiguity; and when a party manifest his intention ambiguously, knowing or having reason to know that the manifestation may reasonably bear more than one meaning, and the other party believes it to bear one of those meanings, having no reason to know that it may bear another, that meaning is given to it." Id. § 233.

These rules afford no ground for the present claim. They declare that A may show his understanding if B knew that he had manifested himself ambiguously and that A might understand B's expression as he did. They also state that, if neither, or if both, knew the expression to be ambiguous, each may insist upon his own meaning. The application of the first rule gives what may be called the innocent party a right to have the contract enforced according to his understanding of it. The second relates to instances where there is no more responsibility for faulty expression upon one party than upon the other. In such a situation the result is that there is no contract because mutual understanding is lacking.

Neither of these situations is presented here. The expressing here was done by the party who seeks to use his understanding to qualify it. He is in no position to claim the advantage given to one who acted upon the language of another.

If the deed were to be regarded as the mutual expression of thoughts of the grantor and grantee, the most that could be claimed would be that neither of them knew it was ambiguous. This would not give to either of them the right to impose his understanding upon the other, but merely to show that there had been no meeting of the minds and hence no contract. The present proceeding is not one for rescission or reformation. The plaintiff's claim is that his deed should bear a certain interpretation. In this situation the rules quoted do not suggest any ground upon which he can use his understanding to affect the interpretation of the document. While these sections do not state in positive form that, except as therein detailed, the undisclosed understanding of one party is immaterial and therefore inadmissible, in another section there referred to the negation is expressed. Id. § 71.

There is also in the present case the additional factor that the property has passed from the original grantee to an innocent purchaser for value, who was not a...