The Scranton tribune. [volume] (Scranton, Pa.) 1891-1910, 1902-08-12

proceedings. alleging that 1t was COL
lective debt and not a joint liability.
Judge Edwards decides in favor of the
defendants. without indicating what
the plaintiff will have to do to collect
it's money from the 1S9. defendants COL
lectively. The opinion which tells the
details Of the contract and the conten-
tions Of the two parties follows:
CAUSE OF ACTION.
The suit in this case is brought jointly
against 1S6 defendants to recover the sum
of $22 4i6.77, balance due on contract for
the erection of milk condensery plant.
Numerous demurrers have been filed to
the plaintiffs declaration. all alleging the
same ground. viz. that the plaintiff s
cause of action Is several and not joint.
This Is the sole question raised by the
pleadings.
AS the determination of this question
depends upon the construction of the con-
tract between the parties, we shall here
quote the essential parts Of the contract:
ut is hereby agreed, between the Sayre
Lumber company, of Sayre, Pa, party
Of the first part, and the other sub
scribers hereto, as party of the second
part that the first party is to build,
equip and complete in good running or
der for said second party, within four
months from the date hereof, a milk con-
densery plant, according to plans and
specifications hereto attached, at Clark s
Summit, state of Pennsylvania. county of
Lackawanna, on land provided by said
second party for the agreed price of for
ty-two thousand dollars s42,o0O), which is
to be paid as follows:
"Seven thousand dollars ($7,O0O when
the building is completed; ten thousand
dollars ($l0.O0O when boilers and engines
are set and pumps and can-making ma
chinery are delivered In building; ten
thousand dollars &lO,0OO) when the cop
per works and all machinery is delivered
in building; ten thousand dollars $4,000
when all machinery is set and arranged
in position ready to start: the balance,
five thousand dollars $4,000, sixty days
from the starting of said plant. This
sixty days time is given on the final
payment, as guarantee that the fac
tory Is complete and to demonstrate that
the first party has fully discharged his
part of this contract and the machinery
Is all new and first-class; and of the
character, quality and Capability for
which it is intended and recommended.
And if said trial should discover or de-
velop any flaws, defect or mistake in the
construction or equipment of said plant,
said first party shall have the right to
correct such errors or mistakes within a
same.
ANOTHER COMPANY.
"For the purpose of forming a corpora
ton to own and operate said factory and
fully carry out the intention of the sub
scribers, 1t Is hereby agreed that when
this contract is closed, second parties are
to incorporate under the laws of the
state, limited corporation stock, non-as-
sessable. fixing the aggregate amount of
nvNtt to1 hay hn h
scribed. divided into shares of one hum
dred dollars each. or according to the
laws of the state, which are to be issued
to subscribers in proportion to their paid
up interests in said factory; and 1t is un-
derstood and agreed that the bylaws
shall provide that one-half a cent a can
toll shall be set aside as a fund and de-
clared and paid to shareholders as divi-
dend on stock, and shall be paid for no
other purpose.
"And 1t is further agreed by and be-
tween all the subscribers for stock that
the producers OF milk are to receive all
its product brings, less the actual cost of
canning, packing, marketing. ETC., after
one-half a cent can has been declared
as dividend.
"In consideration of the above, all
agree that all their milk shall be fur
nished to said condensery.
For full and faithful performance of
our respective parts of this contract, we
bind ourselves and our successors.
Executed and dated this 18th day Of
March, 1900.
"Sayre Lumber Co., pr. w. J. Davis"
Then follows a tabulation under several
headings, thus: Number of cows, name
of subscribers, number of 800 shares.
amount of stock after incorporation.
OF the 1856 subscribers the large ma
iority have opposite their names cer-
tain number of cows and the amount of
their stock subscription, but several have
only the number Of cows whose milk they
presumably agree to furnish to the con-
densery. These persons do not subscribe
for any stock.
1t has been we'll stated that In the
construction of contracts, the court will
look at all the circumstances of the case,
the nature of the property, the occupa-
tion and relation of the parties, the
usages of the place and Of the business
to which the contract relates, and ascer-
tain. by reasonable inference. what the
parties must have understood and mu-
tually expected at the time of the maxi
Ing of the contract, and then adopt that
construction which will best and most
nearly carry the contract into effect as
they intended and understood 1t (Dwelley
VS.. Dwelley, 14s Mas. 5O9).
CONSIDERED AS A WHOLE.
The contract must be considered as a
whole, and II, upon such consideration,
the intention of the parties becomes ap-
parent, 1t must prevail over the literal
Interpretation of detached words. phrases
and clauses. In the light of these and
other well understood rules governing the
construction of contracts, what Is the ma Z.
ture of the agreement in the case at bar?
Is 1t joint, or is Ii several? Or, Is Ii q
contract binding only upon the corpora
tion to be formed by the subscribers to
the contract and stock? The first clause
of the contract. standing alone, with the
bare signatures of the Sayre Lumber
company and the defendants, would un-
doubtedly make the undertaking joint
one. According to the CLAUSE mentioned
the agreement is between. the "Sayre
Lumber company, party of the first part,
and the other subscribers hereto as party
of the second part"
1.-The first party is to build for
said second party : a milk conden-
sery plant on land provided by
said second party. for the agreed price OF
$42, 0O0." But the contract must be taken
as whole, and the last main clause Of