Bishop v. Alcott

New York Supreme Court

Bishop v. Alcott

28 N.Y. Sup. Ct. 253

DecidedMay 15, 1880

StatusPublished

This text of 28 N.Y. Sup. Ct. 253 (Bishop v. Alcott) is published on Counsel Stack Legal Research, covering New York Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Bishop v. Alcott, 28 N.Y. Sup. Ct. 253 (N.Y. Super. Ct. 1880).

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Opinion

Gilbert, J.:

The object which is to be arrived at in interpreting a contract, is to discover and give effect to the intention of the parties to it. Taking into consideration the circumstances which surrounded the parties to the contract before us, at the time it was made, little doubt of their intention can arise. The plaintiff jg a ship-builder [256]*256He undertook to build a schooner for the defendant, and others, and agreed to receive a one-sixteenth share of the schooner, in payment for his services. To induce him to make that agreement, the defendant covenanted that the said one-sixteenth part of the said schooner should pay to the plaintiff a dividend to the amount of not less than twenty-five per cent, per annum, and as much more as said schooner should pay over twenty-five per cent, on her cost, clear of her bills, unless, &c., &c. I am of opinion that this language imports a guaranty that the earnings of the schooner in each year shall amount to twenty-five per cent, of her cost, and that the covenant to pay the same to him is subject to a condition, necessarily implied, of his continued ownership of his share. Earnings of a vessel are an incident of ownership, and the only conceivable purpose of 'the covenant was to guaranty that the share of the plaintiff should produce the amount of earnings stipulated. It is inconceivable that the defendant could have intended to incur, after the plaintiff had ceased to own his share, the double obligation of paying to the plaintiff the stipulated amount of the earnings of the schooner, • and of paying to his transferee the portion thereof which would, belong to the latter by virtue of his ownership of such share. A construction, which would work such an unconscionable result, ought to be rejected.

The judgment and order denying a new trial must be reversed, and a new trial must be granted, with costs to abide the event.

Barnard, P. J., concurred; Pratt, J., not sitting.

Judgment and order denying new trial reversed, and new trial granted, costs to abide event.

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Gilbert, J.:

The object which is to be arrived at in interpreting a contract, is to discover and give effect to the intention of the parties to it. Taking into consideration the circumstances which surrounded the parties to the contract before us, at the time it was made, little doubt of their intention can arise. The plaintiff jg a ship-builder [256]*256He undertook to build a schooner for the defendant, and others, and agreed to receive a one-sixteenth share of the schooner, in payment for his services. To induce him to make that agreement, the defendant covenanted that the said one-sixteenth part of the said schooner should pay to the plaintiff a dividend to the amount of not less than twenty-five per cent, per annum, and as much more as said schooner should pay over twenty-five per cent, on her cost, clear of her bills, unless, &c., &c. I am of opinion that this language imports a guaranty that the earnings of the schooner in each year shall amount to twenty-five per cent, of her cost, and that the covenant to pay the same to him is subject to a condition, necessarily implied, of his continued ownership of his share. Earnings of a vessel are an incident of ownership, and the only conceivable purpose of 'the covenant was to guaranty that the share of the plaintiff should produce the amount of earnings stipulated. It is inconceivable that the defendant could have intended to incur, after the plaintiff had ceased to own his share, the double obligation of paying to the plaintiff the stipulated amount of the earnings of the schooner, • and of paying to his transferee the portion thereof which would, belong to the latter by virtue of his ownership of such share. A construction, which would work such an unconscionable result, ought to be rejected.

The judgment and order denying a new trial must be reversed, and a new trial must be granted, with costs to abide the event.

Barnard, P. J., concurred; Pratt, J., not sitting.

Judgment and order denying new trial reversed, and new trial granted, costs to abide event.

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Bluebook (online)

28 N.Y. Sup. Ct. 253, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bishop-v-alcott-nysupct-1880.