City of Winona v. Thompson

24 Minn. 199, 1877 Minn. LEXIS 118

• Court: Supreme Court of Minnesota
• Decided: October 17, 1877
• Status: Published

Opinion

Cornell, J.

All the evidence is before us, and the question is presented whether, upon the uneontroverted facts as disclosed, the action is maintainable against the defendants. The point in controversy concerns rather the construction of the agreement between the city and the construction company, than what has been done under it in the way of performance. In respect to the latter it is conceded that the La Crosse, Trempealeau & Prescott Railroad was built, equipped, and put into operation as provided in the agreement, and that the stipulation in that regard was fully complied with. The following facts are also incontestably established by the evidence, and so substantially found by the court. Within three years from date of the agreement the construction company built and completed in a good, substantial manner the St. Paul & Chicago Railway from St. Paul to the city of Winona, (excepting a bridge across the Mississippi river at Hastings,) and connected it inside the city limits with the Winona & St. Peter Railroad, so that trains of cars could pass and repass from one to the other without break or interruption, and such connection has been maintained ever since. Within one year from the same date it built and completed that portion of said Chicago & St. Paul Railway “between a point on the Winona & St. Peter Railroad, at or near Minnesota City, in Winona county, and the village of Minneiska, in Wábasha county,” and on its completion in January, 1871, the Winona & St. Peter Railroad Company equipped and commenced operating the same under a written lease from the St. Paul & Chicago company, and thence continued to operate it until the completion of the entire road in October, 1871. The Milwaukee & St. Paul company then took possession of the whole road, under an arrangement or agreement with the St. Paul & Chicago company, and equipped and operated it under such arrangement till January, 1872, when it purchased the road, with all the ears, engines, property and franchises thereto belonging, and has ever since operated it and kept it fully equipped as a first-class railway. It is also in evidence and uncontradicted, although upon this point there is no specific finding by the court, that these several agreements between these companies were entered into with the assent and approval of the construction company. The further fact is found that a truss railroad bridge was built and completed in the spring of 1872 across the Mississippi river at Winona, connecting the La Crosse, Trempealeau & Prescott and the Winona & St. Peter Railroads, and since that time an unbroken railroad connection has existed and been maintained between the first named road and the St. Paul & Chicago Railway, by the use of the intervening portion of the Winona & St. Peter Railroad, under satisfactory arrangements between the companies, so that, in fact, there has been an unbroken line of railway in constant .use and operation between St. Paul and Milwaukee and Chicago, through' Winona, over the St. Paul & Chicago Railway, to its junction with the Winona & St. Peter Railroad in Winona; thence along the latter through Winona, and over the said truss bridge, to its junction with the La Crosse, Trempealeau & Prescott Railroad, and so on to the east. Under and by virtue of the contract existing between the St. Paul & Chicago Railway Company and the construction company, these agreements and arrangements, thus made and expressly assented to, enured to the benefit of the construction company in the performance of its contract with the city, and the acts -done thereunder must be regarded as its acts, within the meaning of that contract.

So, also, by the purchase of the road, in January, 1872, together with the rolling stock, franchises, etc., thereto belonging, the Milwaukee & St. Paul company, as the legal successor of the Chicago & St. Paul company, became, within the remaning of the contract with the city, the successor of the construction company, in respect thereto, so far that its subsequent acts in reference to the equipment and operation of the road likewise enured to the benefit of that company. No point is made that the road, or any part thereof, was not equipped or put into operation within the time required, nor upon the sufficiency of the equipment, or the manner in which the road has been operated.

The question for consideration, and the principal one concerning which there is any contention, relates to the kind, of connection which the contract required between the Chicago & St. Paul, and the La Crosse, Trempealeau & Prescott Bail-roads, as a condition precedent to the delivery of the bonds, and whether the one made as this was, by the use of the intervening portion of the Winona & St. Peter Bailroad, was a substantial compliance with the requirements of the contract in this regard.

Preliminary to this inquiry, it is pertinent to advert briefly to the character of some of the testimony offered by the plaintiff, and received under objection, and the rules of evidence applicable thereto, in order to determine what influence, if any, such testimony shall have in ascertaining the real meaning of the contract. The rule is too axiomatic to require the citation of authority for its support, that when parties have deliberately reduced their engagements to writing, in terms precise and unambiguous, their intention must be gathered from the whole instrument, and the language thus chosen to express their meaning, and parol evidence is. inadmissible, to add to, contradict or alter such language, or to support a. construction at variance with the fair, plain import of the words themselves. When, however, the agreement rests in doubt and uncertainty, because of the use of terms of a technical character, or so indefinite in their reference as to be alike applicable to different things, such technical terms may be explained, and surrounding facts and circumstances may be shown, to enable the court to point the proper application as intended by the parties. The range of this inquiry must, of course, be limited to such extrinsic facts as have some relevancy to the subject of inquiry, and cannot be extended to* embrace facts clearly foreign to any possible matters mentioned and referred to in the contract. But, in no case, can the mere admissions or declarations of a party to the agreement in respect to the purpose, meaning or effect of any of its* provisions be received to aid or influence the court in reaching a correct interpretation. 1 Green. Ev. Part 2, c. 15.

The contract in question relates in terms to the construction, equipment and putting into operation, within the times therein specified, of the La Crosse, Trempealeau & Prescott Railroad, as then located, the St. Paul & Chicago Railway, from St. Paul to Winona, the'erection of a truss bridge across the Mississippi at the last named place, the connection of the two roads in order to secure an unbroken line of railway travel through Winona, between Si. Paul and Milwaukee and Chicago, and the issue of bonds by the city of Winona, in aid of the construction of the last named road.

These are the expressed subjects of the contract. No reference is had in any of its provisions to the construction of any other road, or the prevention of any other enterprise or undertaking. Inasmuch as the contract, in one of its operative clauses, requires in terms this connection between the two roads to be made “at Winona by bridge or ferry,” it is insisted by respondent that the contract contemplated this as the only mode of establishing such connection, and therefore required the eonstruvtion of the Chicago & St. Paul road, not only “to Winona,” but to some point on the bank of tbe river, within Winona, where the connection could be established simply by “such bridge or ferry.”

On the part of the appellants it is contended that the subsequent provision of the contract, in reference to the construction of the truss bridge, allowed the company to make the required connection by joining its road within the corporate limits with the Winona & St. Peter, and using the latter in crossing the bridge and connecting with the La Crosse, Trempealeau & Prescott Railroad. This is the point in controversy between the parties, and the question is, which is the true construction of the contract.

To aid in the determination of this question parol evidence was received, under objection, of the discussions that took place pending the negotiation of the contract between the members of the common council and the city officers, and Mr. Shepard, who was acting as the agent of the construction company in making it, as to the meaning and effect of the contract, and its various provisions, the different objects sought to be accomplished, and the individual views, intentions, and understanding of those who participated in the negotiations.

With the same view evidence was received of a conversation between Mr. Shepard and Mr. Toumans, who does not appear to have had any official connection with the city at the time, but was only interested as a citizen and tax-payer, tending to show what meaning and construction was then being placed upon the proposed contract by the city, and that Shepard assented to the correctness of such constructions. It is impossible to conceive any legal ground upon which any of this testimony was admissible. The written agreement, in the exact form in which it was approved and authorized by the council, acting as a body, and duly executed by the proper city officers, is the only one which, in legal contemplation, the city, as a municipal corporation, can be deemed to have assented to or made; and when, as in this case, the language .employed is plain and unequivocal, and no doubt arises as to the subjects referred to, the meaning of the agreement, and the intention of the city in making it, must be ascertained from the instrument itself. Eesort cannot be had to the individual intention and understanding, or the motives of the agents or officers of the corporate body who negotiated or executed it, to interpret its meaning, orto determine its effect. A recognition of any such principle in the construction of the contracts of municixial, or the .enactments of legislative bodies, would introduce an element of infinite embarrassment, if not hopeless uncertainty; for it would often occur that such individual motives and intentions would be found to be as various and diverse as the dispositions of those who had participated in making the contract or enacting the statute. In referring to the statements of the agent Shepard, testified to by the witness Youmans, the additional objection exists, that they were not made at a time when he was engaged in the business of his agency, and they formed no part of the res gestee of the transaction. His admission to a stranger to the contract as to how it was understood by the city, and his assent to the correctness of such understanding, in no manner affected his principals, and furnished no evidence whatever as to the real meaning of the agreement.

The testimony in regard to the construction of the road from Winona to La Crosse, along the west bank of the Mississippi, the building of the bridge at La Crosse, and the subsequent operation of such road by the Milwaukee & St. Paul company, in connection with the Chicago & St. Paul road, was also inadmissible for any purpose. Under the contract between the construction company and the city, the right of the former to the bonds became complete immediately upon the construction of the truss bridge, the completion, equipment and putting into operation of the different roads and parts of roads therein mentioned, and the establishment of the required connection, provided these several things were done in the manner and within the times therein specified. The evidehce in question had no tendency to disprove a performance by the company in respect to either or any of these matters, and as the contract contains, as is conceded by respondent’s counsel, no provision making the delivery of the bonds contingent upon the continued maintenance of such connection or line of travel, or the prevention of any other road, bridge, or line of travel through or from Winona, south or elsewhere, it is apparent that the evidence was incompetent in respect to either of these latter points.

In construing this agreement, then, all the testimony and evidence herein indicated as having been improperly received, must be excluded from consideration as wholly irrelevant and immaterial.

The preamble to the contract contains the following recitals: “Whereas, the building of a railroad from St. Pa"1 to Winona is of great jmblie utility and benefit, and a public improvement which it is believed would be particularly ber oficial and advantageous to the city of Winona; and whereas, said St. Paul & Chicago Bailway will connect by bridge or ferry at Winona whh the La Crosse, Trempealeau & Prescott Bailroad, now being constructed, and will, when both said roads are completed, open and furnish an unbroken line of travel by railroad through Winona, between St. Paul and Milwaukee and Chicago, which is also considered especially beneficial and advantageous to the city of Winona; and whereas, in view of the premises, andas an inducement and part compensation to the Minnesota Construction Company, the city of Winona is willing and proposes to issue and deliver to the said construction company its bonds to the nominal amount of $100,000, to aid in the building of said railroad from St. Paul to Winona, and for the purpose of thus securing a line of travel by railroad, between the east and the west, through said city as aforesaid, the city of Winona, in consideration of the premises, hereby agrees * * to issue said bonds, to be placed and held in escrow, to be delivered as hereinafter provided.” This is certainly a very explicit and unequivocal declaration of the purposes and objects, as well as the considerations, which induced the city to make the contract to issue and deliver its bonds. The leading purpose, as thus expressed, was to secure an unbroken line of railway travel between the east and the west, through Winona, over the two designated lines of railroad, which were then in process of construction, and which it was then contemplated would be connected by. bridge or ferry at Winona. To this end, and “to aid in the building of said railroad from St. Paul to Winona,” the city proposed and agreed to issue and deliver its bonds. The purposes and objects of the agreement being thus deliberately and specifically stated, its operative clauses should be construed accordingly, unless a case of plain repugnancy is disclosed by some of its provisions* The court is not at liberty, in interpreting the instrument, to hunt for an intention not expressed, in disregard of one thus openly avowed by the parties themselves. No such case of repugnancy is found in this agreement. By it, the construction company agrees — First, “either in their own name, or that of their successors or assigns, or in the name of the St. Paul & Chicago Bailway Company, to build and equip a good and substantial railway from the city of St. Paul to the city of Winona, (excepting a bridge across the Mississippi river at Hastings,) and put it into operation within three' years from that date, and to connect at Winona, by bridge or ferry, with the La Crosse, Trempealeau & Prescott Bailroad; ” second, that that portion of the road between Minnesota City and Minneiska shall be built, equipped, and put into operation in one year; third, that the La Crosse, Trempealeau & Prescott Bailroad shall be built, equipped, and put into operation, etc., in 1870.

Following this are specific provisions providing for a return to the city of the bonds and coupons placed in the hands of the depositary, upon the occurrence of a default in the performance of any or either of these and other stipulations, the third and most important of which, as bearing upon the question under consideration, is as follows: “ Third. If a railroad is not built, equipped, and put into operation from St. Paul to Winona, (except the bridge at Hastings), as aforesaid, connnecting at Winona, by bridge or ferry, with tbe La Crosse, Trempealeau & Prescott Railroad, within three years from this date, then, and in that event, the said bonds shall be by said depositary returned to said city of Winona or its legally authorized agent; but in no case shall the said bonds or any part thereof be delivered by said depositary to the said Minnesota Construction Company, until a truss rail/road bridge is ■constructed across the Mississippi river at Winona, connecting the said St. Paul é Chicago Railway, or the Winona & St. Peter Railroad, with the La Crosse, Trempealeau, é Prescott Railroad, ■at the present terminus of the last named raib'oad. But if, in ■each and every of the respects above mentioned, the said railroads and the several parts of said railroads are built, ■equipped, and put into operation within the times and in the manner above agreed, and said railroad bridge constructed as ■above provided, then, and in that event only, shall the said bonds be delivered to the said Minnesota Railway Construction Company by said depositary.” The contract also contains a farther provision, which allowed the interest coupons falling due, while the bonds were being held in escrow, to be ■delivered to the company as they matured.

It is a conceded fact, which is also apparent from the face ■of the instrument, that the two clauses which we have italicised were not contained in the original draft of the contract, but were inserted afterwards, and before execution, at the instance of the respondent. This fact explains the apparent incongruity in some of its provisions. It is clear that their insertion somewhat modified the agreement; for while, as ■originally drafted, the contemplated connection was to be either by a bridge or ferry, at the option of the company, either of which being done entitled it to the bonds, as finally adopted, it is equally clear that no right to the bonds or any part thereof could accrue until a railroad truss bridge was constructed, connecting either the St. Paul & Chicago Railroad, or the Winona & St. Peter Bailroad, with the La Crosse, Trempealeau & Prescott road. This practically deprived the company of its privilege of making the ferry connection, without prejudice, however, to the main object of the contract on the part of the city — the unbroken line of railway travel — which was not only preserved, but the additional benefit was secured of an unbroken, continuous line of railway, constituting a through railroad between the east and the west, at that point. In surrender of the ferry privilege, however, the company by this provision obtained the option of forming the connection either by an extension of its own road over the bridge to the point of junction with the La Crosse, Trempealeau & Prescott road, and there making the union, or by uniting with the Winona & St. Peter road, and using the intervening portion of it as the connecting link. Either would subserve the purposes of the contract, and give to the city the substantial thing for which it contracted, “an unbroken line of railway travel through the city from St. Paul to the east.”

And the next preceding clause of the contract expressly declares that “if, in each and every of the respects above mentioned, the said railroads are built, equipped, and put into operation within the times and in the manner above agreed, and said railroad bridge constructed as above provided, then and in that event, and in that event only, shall the said bonds be delivered to the construction company by said depositary.” No allusion is here made to the establishment of any ferry connection or any connection by bridge, except what is implied by the phrase, “and said railroad bridge constructed as above provided;” that is, “the truss railroad bridge connecting the said St. Paul & Chicago or the Winona & St. Peter, with the La Crosse, Trempealeau and Prescott Bailroad. ” The express mention of this bridge in this connection, and the specific requirement that it shall be constructed as above' provided, necessarily excludes the idea that any other “bridge”' pr “connection by bridge” was intended or referred to in the preceding portion of the paragraph, which relates simply to the building, equipment, and putting into operation, “in each and every respect,” as particularly designated in the contract, of the said railroads and the several parts thereof. In other words, the plain meaning of the clause is this: If the said La Crosse, Trempealeau & Prescott Railroad is built, equipped, and put in operation, as provided in the contract, also the Chicago & St. Paul Railway, from St. Paul to Winona, and that part thereof from Minnesota City to Minneiska, at the time and in the manner, in every particular, as specified, and, in addition thereto, the truss bridge is constructed across the river at Winona, so as to make a connection between the former road and the Chicago & St. Paul, or the Winona & St. Peter, then, in that event, the contract was to be deemed complied with, and the bonds were to be delivered.

We fully agree with the conclusion reached by the supreme court of the United States, in its consideration of this same agreement, in the case of City of Winona v. Cowdrey, 3 Otto, 612, that “it was optional with the construction company, under this contract, to build the St. Paul railway over the bridge, and form an actual junction with the La Crosse road, or to build it to any point in the city, and make the required connection by means of the Winona & St. Peter road. Either of these modes would secure the object desired by the city — an uninterrupted communication by rail, from St. Paul across the river at Winona, to the eastern seaboard.”

Regarding the determination of this question as decisive of the ease, it is unnecessary to consider the other points presented. The decision of the district court, ordering judgment against the defendants, and the order denying a new trial, are reversed.