Goldstein v. D'Arcy

87 N.E. 584, 201 Mass. 312, 1909 Mass. LEXIS 734

• Court: Massachusetts Supreme Judicial Court
• Decided: February 27, 1909
• Status: Published

Opinion

Hammond, J.

The compensation of the plaintiff was fixed by the folio wing'writing signed by the defendant and delivered by him to the plaintiff before the latter began his work of procuring a tenant: “All you get above two thousand dollars per year you may have as your commission.” The lease which was finally effected by the plaintiff was for five years at an annual rental of $2,200; and the main question is as to the meaning of the writing above quoted.

It is manifest that the plaintiff was to get nothing unless the annual rent should be over $2,000. He was to get only the excess above that sum. But was he to have that excess for one year only, or was he to have it during the life of the lease? The true interpretation of the contract was a question for the court and not for the jury. Globe Works v. Wright, 106 Mass. 207, 216, and cases cited. It is strongly argued by the defendant that the paper means simply that the plaintiff should get the excess of the annual rental to be named in the lease over the sum of $2,000, and that since the annual rental was $2,200 this excess was only $200 ; and that the construction urged by the plaintiff would make his compensation greatly in excess of the usual fee for such services, and is therefore unreasonable.

The evidence shows that the writing was hastily made and delivered, and it may be that the defendant intended it to mean only what he now contends it means. But he wrote it; there was no fraud; and under the circumstances disclosed he must be held bound by its legal meaning, whatever that may be. We are of opinion that the contract was rightly interpreted by the judge. At the time the writing was made the period for which the lease should run was not of course fixed, although it is a fair inference that it was considered desirable to have it run from three to five years. And perhaps the longer lease was more desirable than the shorter. But however that may be, the writing seems to us to say that the defendant was to be satisfied with $2,000 a year and that the plaintiff might have the excess, and that this excess for the life of the lease should go to the plaintiff. Any other interpretation is forced and unnatural.

The evidence as to the usual commission for such services was rightly excluded. The action was upon a special contract and not upon a quantum meruit. The evidence that subsequently the property was sold was also rightly excluded. The meaning of the contract could not be affected by any subsequent action of the defendant with reference to the property. Fitzpatrick v. Gilson, 176 Mass. 477.

No material fact bearing upon the construction of the contract and essential to the validity of the plaintiff’s action being in dispute, the1 judge rightly ordered a verdict for the plaintiff. Pratt v. Langdon, 12 Allen, 544.

Exceptions overruled.