St. Louis & Denver Land & Min. Co. v. Tierney

• Decision Date: 01 December 1881
• Citation: 5 Colo. 582
• Parties: THE ST. LOUIS AND DENVER LAND AND MINING COMPANY, AND THE COLORADO COAL COMPANY, CO-PARTNERS AS THE BOULDER VALLEY COAL COMPANY v. TIERNEY.
• Court: Colorado Supreme Court

5 Colo. 582

THE ST. LOUIS AND DENVER LAND AND MINING COMPANY, AND THE COLORADO COAL COMPANY, CO-PARTNERS AS THE BOULDER VALLEY COAL COMPANY v. TIERNEY.

Supreme Court of Colorado

December, 1881

Appeal from District Court of Arapahoe County.

THE facts are sufficiently stated in the opinion.

Messrs BENEDICT & PHELPS, for appellant.

Messrs BROWNE & PUTNAM, for appellee.

BECK J.

The appellee brought suit in the court below against the appellant upon a contract for the delivery of coal alleging as a breach thereof, that on the 23rd day of January, 1878, while the contract was in force, the appellant without cause or excuse discharged him, and refused to allow him to deliver any coal under it.

The contract is as follows:

'James F. Tierney to Boulder Valley Coal Company. I do hereby contract, and hold myself responsible for the safe and prompt delivery of all the Boulder Valley Coal Company's coal in the city of Denver, and to all parts of said city of Denver and will hold myself responsible for all returns from C. O. D. orders, and all coal that may from time to time be delivered in the wrong place, so as the Boulder Valley Coal Company will be at no loss in any way connected with transporting of the said coal from their yard to the consumers of said coal, and that myself and all my teamsters will be always kind and accommodating to all who they may have any business with, for the sum of forty cents per ton, in large and small quantities, with stable and yard privileges included, for one year from June 1st, 1877, to June 1st, 1878.

JAMES F. TIERNEY.'

June 1st, 1877.

J. F. TIERNEY, ESQ.: I will accept the above proposition for and on the part of the Boulder Valley Coal Company.

By JOHN STEWART,

Superintendent.'

One ground of defense set up in the appellant's answer was, that no coal was sold and delivered in the city of Denver by the appellant during the period between January 23rd, 1878, and June 1st, 1878.

The trial resulted in a verdict in favor of the appellee of $200. He remitted $60, and judgment was entered on the verdict for the sum of $140.

Appellee's testimony showed that he commenced the delivery of coal under the contract on the day of its date, and continued to perform the agreement on his part until the 23rd day of January, 1878, when he was informed that there was no more coal for him to deliver. It likewise showed that the stipulated consideration was paid him from time to time, by the officers of the coal company up to the latter date.

Counsel for the appellant offered to prove in defense, that at no time after the 31st day of December, 1877, was there any coal shipped by the defendant's company from the company's mine (which is situated thirty or forty miles from the city of Denver) to said city, nor was any coal delivered after said time by said company in the city of Denver to consumers, nor was there after that date, any coal belonging to said company, in said city of Denver, subject to delivery by or under the contract of said company, after the said 31st day of December, 1877, but that on the contrary, all the coal mined at said mine, by said company after that date, was by said company sold at the mouth of the pit to W. H. Pierce, who paid for it at that point, and shipped said coal to the city of Denver, paid the freight, and handled and had the sole control and disposition of said coal after the said 31st day of December, A. D. 1877.

Objection being made, the offer was denied by the court. This offer of testimony, and the ruling thereon, raises the principal question presented by this record, which is, how is the contract to be construed in respect to the period of employment?

That the object to be attained in the construction of a contract is to discover and effectuate the intentions of the parties, and to this end that the court will adopt that construction which will bring it as near to the actual meaning of the parties as the words they saw fit to employ, when properly construed, will permit, are elementary principles of construction.

As a guide to a correct interpretation, the law also permits the subject-matter of the contract, the situation of the parties at the time of its execution, and all the surrounding facts and circumstances to be taken into consideration.

In the case at bar the record discloses these facts: that on and prior to June 1st, 1877, the appellant was the owner of a coal mine situated in the country several miles distant from the city of Denver, and had been, and was then engaged in the working of its mine, and of transporting coal therefrom by railroad to its coal yard in the city, from which it retailed and delivered the same to its customers in and about the city

Tierney, the appellee, had been engaged in the business or employment of delivering coal, and had teams and wagons for the purpose. Under these circumstances, Tierney made the above proposal to Stewart, the superintendent of the coal company, to deliver all its coal for the period of one year, at forty cents per ton. The superintendent accepted this proposal on the part of the company unconditionally. It thereupon became the contract of both contracting parties (assuming the power of the superintendent to make such a contract) to the same extent and effect as if drawn in the form of an agreement by Tierney, of the one part, and the coal company of the other part, and signed by both parties.

But counsel for the appellant think the judgment cannot be sustained, for the reason, as they contend, that the company is not guilty of any breach of the agreement. They say there is no agreement on the part of the company, express or implied, that it will continue the business of shipping coal from the mine to its yard in Denver, and of retailing the same therefrom to consumers in the city, for one year or for any time. In answer to the suggestion of opposing counsel that the agreement to continue the business is implied, they say-'We do not deny that covenants may be implied, and we think there is an implied covenant in this agreement, viz whatever coal app...