Plaintiff filed his bill of complaint for construction of a written lease and an accounting. Defendant, in his answer and cross bill, asked reformation of the lease and an accounting.
Defendant is the owner of a farm in Wheatfield
township, Ingham county; and on February 25, 1937, entered into a written agreement with plaintiff for a five-year lease of the premises. Among other stipulations, the contract of lease provided that defendant lease to plaintiff:
"The following described premises, situated and being in the township of Wheatfield, county of Ingham and State of Michigan, to-wit:
"The southeast 1/4 of section number 3 and the north 1/2 of the northeast 1/4 of section number 10 Wheatfield township, Ingham county, Mich.
"Party of the second part is to pay $500 for the use of all of the equipment of said farm which includes the horses, tools, and the one half of all the livestock, cattle, sheep, hogs, chickens excepted party of the second part is to pay 50 percent. of all of his part of the proceeds of said farm at the time of the sale thereof with milk check exempted.
"for the term of five years from and after the 1st day of March, 1937, on the terms and conditions hereinafter mentioned, to be occupied for farm purposes.
"Provided, That in case any rent shall be due and unpaid, or if default shall be made in any of the covenants herein contained, then it shall be lawful for the said party of the first part, his certain attorney, heirs, representatives and assigns, to reenter into, repossess the said premises, and the said party of the second part, and each and every other occupant, to remove and put out.
"And the said party of the second part do hereby hire the said premises for the term of five years as above-mentioned, and do covenant and promise to pay to the said party of the first part, his representatives and assigns, for rent of said premises for said term the sum of Crop rent.
"Party of the second part is to furnish all the terms and tools and is to do all the work, and is to have one half of all crops sown or planted. Each party is to furnish one half of all seed sown or
planted, each party is to pay all the expense of all threshing bills, which includes grass seed.
"Cattle: Each party is to have an equal interest in all cattle and each party is to have equal shares in all of the proceeds and increase from the above-named cattle.
"Hogs: Each party is to have equal shares in all the hogs and is to have equal shares in all the increase and also proceeds from the hogs.
"Sheep: Each party is to have equal shares in all of the sheep and each party is to have equal shares of all of the increase and wool. Each party is to pay one half of the shearing of the sheep.
"Poultry: Each party is to have equal shares in all poultry and is to have equal shares in all the increase and proceeds from the same."
It is contended by plaintiff that by virtue of the lease he became entitled to the use of all of the equipment, tools, and horses on the farm and the owner of a one-half interest in all of the livestock owned by defendant, which were on the leased premises at the time the contract was made. The trial court reformed the contract "by eliminating therefrom the provision tending to indicate that plaintiff was entitled to a one-half interest in the cattle, sheep, and hogs on the farm on the 1st of March, 1937." Plaintiff appeals, claiming the right to such an interest and contending that the contract should be construed to such effect. This is the only question before us on review.
It appears from the evidence that defendant advertised in a newspaper that he had the farm for rent, and that plaintiff went out to the premises and discussed the matter with defendant. He testified that he found the livestock in poor condition and that there was no hay or grain on the premises. Plaintiff further states that at the time he had a good job at a Lansing dairy. Defendant at first
wanted to sell the tools and horses to plaintiff, according to plaintiff's account, and lease the farm. But after looking the place over, plaintiff and his wife decided not to take the farm and he thereafter wrote a letter to defendant informing him of his decision. Sometime afterward defendant came to see plaintiff. The interview is described in plaintiff's testimony:
"Q. What was the next step in the negotiations?
"A. Well, Linn came down there to my place and he said what is the reason that you were throwing it up. Well I said I have not got the finances to finance it, and I says it is a big undertaking and the stuff is in poor shape and I would have to have a good lay if I undertook it.
"Q. All right. What else?
"A. Well he said, I will, if you will take the stuff and build it up, he said, I am sick of it, I cannot maintain them,I have other business to look after, if you take it over I willgive you a half interest in the cows and sheep. He said, if you will take it and take them all off of my hands he said I cannot handle them he said I am — I have other business and he said if it is money that is holding you back he said I will finance it.
"Q. And the fact is that he did finance it, did he not?
"A. Yes.
"Q. Up until January, 1939?
"A. Yes, he did.
"Q. What did he tell you with respect to financing it?
"A. He said I will put a two-hundred-dollar checking account in the bank as soon as you move there and he said 'money is no object.' And when I went there there was no hay there and no grain. I could see that and I could see that there was a lot of money to be spent right on the start, so I explained to Mr. Linn what I had, that was all set, I
did not tell him I had money because I did not have it.
"Q. Now what discussion did you have regarding the half interest in the livestock, exclusive of the horses? Where did you first discuss it? Was it when he came down to see you after your letter to him?
"A. No, we discussed that the second time I was there, the second time I was out there at the farm.
"Q. Who brought up that matter first, you or Mr. Linn?
"A. Mr. Linn brought it up. I told him he would have to give me a good proposition because I had a good job there and they were in poor condition and it is a lot of work and a lot more to put a herd up in shape and I could see what I was up against because it would take a lot of hard work and feed, that was what they needed more, and so Mr. Linn understood."
It would further appear from the evidence that the livestock was in a poor condition. Plaintiff testified:
"Q. Now will you state briefly what the condition of the herd was and the other livestock that was there. Were there any dead animals there when you went there?
"A. Yes, there was 5 or 6 dead calves laid out there and 7 or 8, or 8 or 10 sheep that were dead.
"Q. Did others die after you first went there?
"Q. How many did you lose dead?
"A. I think there was around 6 or 7, some died that spring.
"Q. Calves or sheep?
"A. Sheep. They were diseased and running out, it was a diseased and run out flock.
"Q. They had not been keeping it up — you are speaking of the sheep?
"A. Yes. They never saved the lambs, they sold the lambs off and kept the same flock, the same buck."
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Plaintiff filed his bill of complaint for construction of a written lease and an accounting. Defendant, in his answer and cross bill, asked reformation of the lease and an accounting.
Defendant is the owner of a farm in Wheatfield
township, Ingham county; and on February 25, 1937, entered into a written agreement with plaintiff for a five-year lease of the premises. Among other stipulations, the contract of lease provided that defendant lease to plaintiff:
"The following described premises, situated and being in the township of Wheatfield, county of Ingham and State of Michigan, to-wit:
"The southeast 1/4 of section number 3 and the north 1/2 of the northeast 1/4 of section number 10 Wheatfield township, Ingham county, Mich.
"Party of the second part is to pay $500 for the use of all of the equipment of said farm which includes the horses, tools, and the one half of all the livestock, cattle, sheep, hogs, chickens excepted party of the second part is to pay 50 percent. of all of his part of the proceeds of said farm at the time of the sale thereof with milk check exempted.
"for the term of five years from and after the 1st day of March, 1937, on the terms and conditions hereinafter mentioned, to be occupied for farm purposes.
"Provided, That in case any rent shall be due and unpaid, or if default shall be made in any of the covenants herein contained, then it shall be lawful for the said party of the first part, his certain attorney, heirs, representatives and assigns, to reenter into, repossess the said premises, and the said party of the second part, and each and every other occupant, to remove and put out.
"And the said party of the second part do hereby hire the said premises for the term of five years as above-mentioned, and do covenant and promise to pay to the said party of the first part, his representatives and assigns, for rent of said premises for said term the sum of Crop rent.
"Party of the second part is to furnish all the terms and tools and is to do all the work, and is to have one half of all crops sown or planted. Each party is to furnish one half of all seed sown or
planted, each party is to pay all the expense of all threshing bills, which includes grass seed.
"Cattle: Each party is to have an equal interest in all cattle and each party is to have equal shares in all of the proceeds and increase from the above-named cattle.
"Hogs: Each party is to have equal shares in all the hogs and is to have equal shares in all the increase and also proceeds from the hogs.
"Sheep: Each party is to have equal shares in all of the sheep and each party is to have equal shares of all of the increase and wool. Each party is to pay one half of the shearing of the sheep.
"Poultry: Each party is to have equal shares in all poultry and is to have equal shares in all the increase and proceeds from the same."
It is contended by plaintiff that by virtue of the lease he became entitled to the use of all of the equipment, tools, and horses on the farm and the owner of a one-half interest in all of the livestock owned by defendant, which were on the leased premises at the time the contract was made. The trial court reformed the contract "by eliminating therefrom the provision tending to indicate that plaintiff was entitled to a one-half interest in the cattle, sheep, and hogs on the farm on the 1st of March, 1937." Plaintiff appeals, claiming the right to such an interest and contending that the contract should be construed to such effect. This is the only question before us on review.
It appears from the evidence that defendant advertised in a newspaper that he had the farm for rent, and that plaintiff went out to the premises and discussed the matter with defendant. He testified that he found the livestock in poor condition and that there was no hay or grain on the premises. Plaintiff further states that at the time he had a good job at a Lansing dairy. Defendant at first
wanted to sell the tools and horses to plaintiff, according to plaintiff's account, and lease the farm. But after looking the place over, plaintiff and his wife decided not to take the farm and he thereafter wrote a letter to defendant informing him of his decision. Sometime afterward defendant came to see plaintiff. The interview is described in plaintiff's testimony:
"Q. What was the next step in the negotiations?
"A. Well, Linn came down there to my place and he said what is the reason that you were throwing it up. Well I said I have not got the finances to finance it, and I says it is a big undertaking and the stuff is in poor shape and I would have to have a good lay if I undertook it.
"Q. All right. What else?
"A. Well he said, I will, if you will take the stuff and build it up, he said, I am sick of it, I cannot maintain them,I have other business to look after, if you take it over I willgive you a half interest in the cows and sheep. He said, if you will take it and take them all off of my hands he said I cannot handle them he said I am — I have other business and he said if it is money that is holding you back he said I will finance it.
"Q. And the fact is that he did finance it, did he not?
"A. Yes.
"Q. Up until January, 1939?
"A. Yes, he did.
"Q. What did he tell you with respect to financing it?
"A. He said I will put a two-hundred-dollar checking account in the bank as soon as you move there and he said 'money is no object.' And when I went there there was no hay there and no grain. I could see that and I could see that there was a lot of money to be spent right on the start, so I explained to Mr. Linn what I had, that was all set, I
did not tell him I had money because I did not have it.
"Q. Now what discussion did you have regarding the half interest in the livestock, exclusive of the horses? Where did you first discuss it? Was it when he came down to see you after your letter to him?
"A. No, we discussed that the second time I was there, the second time I was out there at the farm.
"Q. Who brought up that matter first, you or Mr. Linn?
"A. Mr. Linn brought it up. I told him he would have to give me a good proposition because I had a good job there and they were in poor condition and it is a lot of work and a lot more to put a herd up in shape and I could see what I was up against because it would take a lot of hard work and feed, that was what they needed more, and so Mr. Linn understood."
It would further appear from the evidence that the livestock was in a poor condition. Plaintiff testified:
"Q. Now will you state briefly what the condition of the herd was and the other livestock that was there. Were there any dead animals there when you went there?
"A. Yes, there was 5 or 6 dead calves laid out there and 7 or 8, or 8 or 10 sheep that were dead.
"Q. Did others die after you first went there?
"Q. How many did you lose dead?
"A. I think there was around 6 or 7, some died that spring.
"Q. Calves or sheep?
"A. Sheep. They were diseased and running out, it was a diseased and run out flock.
"Q. They had not been keeping it up — you are speaking of the sheep?
"A. Yes. They never saved the lambs, they sold the lambs off and kept the same flock, the same buck."
Ezra Nealey, a brother-in-law of plaintiff, testified, without contradiction, to the following:
"The barnyard looks better and clearer [cleaner?] I think. When Asher went there they were pretty dirty. Some of the barns had not been cleaned out very recently for one thing, that is, the box stalls I mean. I helped clean them out. I presume out of the two stalls I hauled somewhere between 20 and 25 loads of manure, I could not tell exactly.
"The last I was in the barn and the barnyards they were pretty good, about three weeks ago.
"The stock looks a good deal better than it did when we went there. When we went there the horses were not in any too good condition. They had not had care and were quite thin. I had something to do with the care of the horses. It took us quite a little while to get the horses clean, probably two or three weeks before we got some of the dirt off from some of them and it was not all off them until they shed."
Other witnesses testified that the stock was in poor condition when plaintiff went to the farm and since then there had been considerable improvement, especially in the cattle and care and condition of the premises.
The trial court held that the language of the contract was ambiguous and contradictory; that there was no understanding between the parties that plaintiff would receive a one-half interest in the livestock on the farm at the time he entered upon the premises; that there was no adequate consideration for such an agreement with reference to the livestock, this last consideration, as the court indicated, having a bearing upon the probability of such
an arrangement. A certain importance was attached also to the fact that the contract was drafted by a scrivener, who, as the court observed, "prepared the agreement to accord with the intention of the parties as he understood them;" and the scrivener testified that he understood that plaintiff was to have a one-half interest in the increase of the stock. But the important fact in the scrivener's testimony is that he recalled no conversation with regard to this point. In reference to the making of the lease, he testified that he put a blank form into the typewriter. He stated:
"I drew it as they directed it precisely, that they had already talked over before they came to the office and I drew it just exactly as they told me.
"Q. How did you actually draw it — did you put the blank in your typewriter?
"Q. And started off and they would tell you from time to time what to put down?
"A. I took one paragraph and another, yes, sir.
"Q. Had you talked it over fully, their entire agreement, before you started to type out the lease?
"A. They talked it over, I did not have anything to do with that at all.
"Q. So you started typing the lease with one or both of them telling you from time to time what to put in?
"A. Yes. * * *
"It was by their instruction and it was nothing that I hatched up at all."
If the scrivener only typed what the parties told him, his understanding of what they intended, especially in view of the fact that they did not discuss the matter before him or with him — other than to direct him what to write — would be incompetent and irrelevant.
Another small incident in the dealings of the parties, while not in itself conclusive, can be said to be indicative of defendant's understanding of the contract. A short time after plaintiff took possession of the premises, a calf, which was on the farm at the time of the execution of the lease, died. Defendant sold the carcass to a soap company and gave plaintiff credit for one half of the proceeds, which amounted to $1.25. Defendant's explanation for this action was that it did not amount to much. But there had been a conversation between the parties with regard to these proceeds and it was agreed that instead of receiving one half of the money, plaintiff would receive credit. This transaction indicates a prior understanding that plaintiff had a one-half interest in the livestock on the farm when he took it over.
We are of the opinion that the provisions of the contract that each party was "to have an equal interest in all cattleand that each party is to have equal shares in all of the proceeds and increase from the above-named cattle," together with similar provisions with reference to the sheep and hogs, entitled plaintiff to a decree awarding him a one-half interest in all such livestock on the farm at the time of the lease. This conclusion is strongly fortified by the fact that, after plaintiff had refused to take the farm, defendant came to see him and told him, "If you take it over I will give you a half interest in the cows and sheep." This evidence is uncontradicted, and our construction of the contract, as above indicated, hardly does more than carry out what must have been defendant's understanding and agreement, by which he, presumably, induced plaintiff to take over the farm.
It is true that in another part of the lease some confusion might appear in the provision that plaintiff
was to pay "$500 for the use of all of the equipment of said farm which includes the horses, tools, and the one half of all the livestock, cattle, sheep, hogs."
The use of the one half of the livestock could mean the use of defendant's share for purposes of breeding and the production of milk and wool. Whatever obscurity may arise from this language and the testimony in regard thereto, it does not militate against the provisions of the contract above referred to, and our conclusions regarding them.
The claim that defendant did not understand the contract and did not read it is without significance. He executed it and was given a copy at the time of execution of the lease. Whether defendant made a good contract or a poor one is irrelevant, as is also any discussion of the matter of consideration.
The decree of the trial court is vacated and the cause remanded to the circuit court for an accounting and a decree in conformity to this opinion. Plaintiff will recover costs.
SHARPE, C.J., and BUSHNELL, CHANDLER, and BUTZEL, JJ., concurred with McALLISTER, J.