Lippincott v. Low

68 Pa. 314, 1871 Pa. LEXIS 202

• Court: Supreme Court of Pennsylvania
• Decided: May 8, 1871
• Status: Published

Opinion

The opinion of the court was delivered,

by

Sharswood, J.

Whether covenants in an agreement are dependent or independent's a question to be determined by the intention of the parties as it appears on the instrument: Addison on Contracts 865, Ingersoll’s ed. If they are independent, they are to be treated in all respects as though they had been written on separate pieces of paper. Thus, a contract for the purchase and sale of a large plat of ground, consisting of several different lots or tracts, may make the purchase and sale of each tract a separate and distinct contract, though in the same writing. It is like a several bond, executed by several. It will be treated as such both at law and in equity. Among many other cases in our books illustrative of this principle I may refer to Stoddart v. Smith, 5 Binn. 355; Barclay v. Tracy, 5 W. & S. 45; Bredin v. Agnew, 3 Id. 300; Wright v. Smyth, 4 Id. 527.

The articles of agreement between James S. Low and Edward Lippincott contain covenants which are clearly of this character. In the terms of the dissolution of their partnership, they made first a specific division of certain assets of the firm. Low took certain lands — Lippincott certain timber. Then it was agreed that Lippincott should take all the other real and personal estate, and in consideration thereof assumed to pay all the debts of the firm, and to pay Low $4000 in instalments. This last is certainly a distinct agreement, entirely independent of the previous stipulations for the specific division of the property. It stands apart and by itself. What is added, however, makes this still more plain. “ If the said Edward Lippincott fails to make the payments as above mentioned, or any of them, it is agreed that the said James Low shall be entitled to claim the interest which he before possessed in the property, and in all improvements made thereon.”

It is evident, therefore, that the learned judge below was perfectly right in refusing to charge as requested by the defendants below, and these refusals constitute all the errors which have been assigned here.

Judgment affirmed.