Stockham v. Stockham

• Decision Date: 04 March 1870
• Parties: THOMAS STOCKHAM, Garnishee of GEORGE STOCKHAM, v. ELIZABETH STOCKHAM.
• Court: Maryland Court of Appeals

32 Md. 196

THOMAS STOCKHAM, Garnishee of GEORGE STOCKHAM, v. ELIZABETH STOCKHAM.

Court of Appeals of Maryland

March 4, 1870

APPEAL from the Circuit Court for Harford County.

George Stockham, on the 11th of January, 1864, purchased of Elizabeth Stockham a farm, called "Mile Square," for the sum of $11,000. At the time of the purchase, he held a mortgage on the farm for $6,500, and an undisputed open account and draft against Elizabeth Stockham. By the terms of the sale, these claims were to be deducted from the purchase money; $1,000 was to be paid on taking possession, and the balance the ensuing January, (1865.) The contract of sale was contained in a correspondence between the parties, and the question in dispute arose out of the construction of that contract. George Stockham claimed that under the contract he was entitled to interest on his claim up to the time of the purchase, (January 11th, 1864.) Mrs. Stockham disputed this construction of the contract, alleging that by it all interest on the claim had been released. Accordingly, on the 18th September, 1865, she sued out a writ of attachment against George Stockham, as a non-resident, for the unpaid balance of the purchase money, and had it laid in the hands of Thomas Stockham, garnishee.

The terms of the contract and the correspondence are sufficiently detailed in the opinion of the Court.

At the trial, several exceptions were taken to the rulings of the Court.

First Exception: The plaintiff offered to show, by several witnesses, that at the time of the purchase, the value of the farm was greater than $11,000, the price paid for it. To this parol testimony, the defendant objected, but the Court overruled the objection and permitted the testimony to go to the jury, to this ruling of the Court the defendant excepted.

Second Exception: The defendant, having produced a letter from Elizabeth Stockham to George Stockham, dated February 14, 1864, offered to prove, by parol testimony, that the date of said letter, as written, was a mistake; that the letter was really written on the 14th of January, and was received and replied to by George Stockham on the 20th of January, 1864. To this parol evidence, the plaintiff objected, and the Court sustained the objection, whereupon the defendant excepted.

Third Exception: The defendant offered in evidence an account, and having given due notice to the plaintiff to produce the same, offered to prove, by parol testimony, that in compliance with a request contained in a letter from the plaintiff to George Stockham, the account offered had been made out, stating the claim of George Stockham, with interest thereon, down to January 31st, 1864, and had on that day been transmitted by letter to Mrs. Stockham. The plaintiff objected to the admission of the account and parol testimony in relation thereto. The Court ruled the objection good, and the defendant excepted.

Fourth Exception: The defendant prayed the Court to instruct the jury as follows:

That on the whole evidence in this case, in ascertaining the amount of the claim of George Stockham against the plaintiff at the time of the purchase of the Mile Square farm from the plaintiff by him, (if the jury shall find such purchase, and that at the time thereof, the said George held a mortgage against the said plaintiff for the payment of $6,500, with interest from the 22d day of February, 1861,) the jury shall compute and allow interest on such mortgage debt from the 22d day of February, 1861, subject to such items of credit in the account in bar or set-off of said George Stockham as are properly applicable thereto. This instruction the Court refused to give, and in lieu thereof, gave the following:

1st. The jury in considering the terms of the contract between the plaintiff and defendant for the purchase of the farm in question, shall confine themselves to the offer contained in the defendant's letter of the 11th of January, 1864, and the plaintiff's acceptance thereof in the letter to Henry W. Archer of March 26th, 1864.

2d. Should the jury believe from the evidence that the offer of the defendant contained, besides the $11,000 purchase money, the interest due on the defendant's claim mentioned in the letter containing said offer, then they shall find for the plaintiff.

The Court further granted a prayer of the plaintiff, "that the alleged offer to purchase the farm, if proven to the satisfaction of the jury, is to be construed most strongly against the party making the offer."

To the rejection of his prayer, to the granting of the prayer of the plaintiff, and to the instructions given by the Court, the defendant excepted, and the verdict and judgment being against him, he appealed.

The cause was argued before BARTOL, C.J., STEWART, BRENT, MAULSBY, ALVEY and ROBINSON, J.

Stevenson Archer and H. D. Farnandis, for the appellant.

As to the first exception: The parol testimony was irrelevant. If in any way pertinent, as the contract proved and relied upon was in writing, and definitely fixed the value of the land, it did not explain, and could not modify or control the written contract, and, for both reasons, should have been excluded.

The second exception: It was competent to prove and correct the mistake in the date of the letter by parol. The date was not an essential part of the instrument, and, if, omitted, could be supplied, or, if wrong, could be corrected by parol testimony. Deakins vs. Hollis' Adm'r, 7 G. & J., 311; Hall vs. Cazenove, 4 East., 477; 2 Parsons on Contracts, 554.

This letter was one of the series making up the contract; was part of the contract; was the answer to one, and answered by another letter, put in evidence by the plaintiff.

As to the third exception: The rejected account was admissible, as made at the request of the plaintiff, and as the reply to her letter already in evidence. At the time of its transmission there was no obligatory contract--and no objection to it was made until George Stockham had, according to his understanding of the contract, paid the whole purchase money. Its delivery to the plaintiff is implied. Bell vs. Hagerstown Bank, 7 Gill, 216.

The first instruction granted by the Court was erroneous: 1st. In confining the contract to two letters of the series in evidence, one being described as dated 26th March, 1864, none such being in evidence, but if intended for the letter of 26th January, 1864, then: 2d. Because it submitted to the jury the construction of a written contract.

The second instruction erred in submitting to the jury the interpretation of the contract, which is a question of law. Emery vs. Gault, 6 Gill, 199; Martin vs. Wirgman, 4 H. & J., 578; Ferris vs. Walsh, 5 H. & J., 306; Garrell vs. Hanna, 5 H. & J., 412; Hall vs. Hall, 6 G. & J., 408.

The prayer of the plaintiff, granted by the Court was bad, because:

1st. It directly submitted to the jury the interpretation of a written instrument. Baltimore and Ohio Rallroad vs. Resley, 7 Md., 297.

2d. The rule of interpretation given is not universal, and only to be resorted to when other rules of exposition fail. Varnum & Aspinwall vs. Thruston, 17 Md., 470.

Harman Stump and George Y. Maynadier, for the appellee.

The intention of the parties, gathered from the language of the letters containing his offer and her acceptance, shall prevail. Varnum & Aspinwall vs. Thruston, 17 Md., 470; 2 Parsons on Contracts, 13.

Another rule is, that, in construing a written contract, the Court should give meaning and operation to every clause and word thereof, consistently with the intention of the parties, and to that end may look to the motives and objects to be attained. Waters vs. Griffith, 2 Md., 326; Allegre vs. Insurance Co., 6 H. & J., 411; Jones vs. Plater, 2 Gill, 125.

Another rule is, that, if doubts remain after the application of the recognized principles of interpretation, the contract will be construed most strongly against the party making the offer, or using the doubtful expression. And there would be no injustice in applying this rule here, in the first instance, as George Stockham seems so anxious to appear to promote the welfare of his old step-mother. Carroll's Lessee vs. Granite Manuf. Co., 11 Md., 400.

If the Court shall be of the opinion that, upon a proper construction of the contract in this case, the appellee is entitled to recover, they will sustain the judgment therein, if the appellant has received no injury from the rulings of the Court below, even though such rulings be erroneous; nor will a procedendo be granted where it is clear that the appellant must fail in reversing said judgment. Hanson vs. Campbell's Lessee, 20 Md., 223; Benson & Trundy vs. Atwood, 13 Md., 20; Dakin vs. Pomeroy & Crafts, 9 Gill, 1; Glenn vs. Rogers, 3 Md., 312.

The construction placed upon a contract by one of the parties to it, or acts done in furtherance of his understanding of it, are not binding upon him or either of them. Ringgold vs. Ringgold, 1 H. & G., 74; Hutchins vs. Dixon, Ex'r, 11 Md., 30; Varnum & Aspinwall vs. Thruston, 17 Md., 470; Key's Ex'r vs. Parnham, 6 H. & J., 418.

A contract by letter is consummated when the letter of acceptance is mailed. Story on Con., sec. 383; Chitty on Con., 11, n.

MILLER J., delivered the opinion of the Court.

There are errors in the rulings of the Court below requiring a reversal of this judgment, and as the case is to be sent back for another trial, it is essential to settle the true construction of the contract for the sale of the farm, the only matter of dispute between the parties. This contract being in writing, effected by means of letters, its construction is to be declared by the Court, and should not be submitted to the finding of the jury.

The offer contained in the letter of ...