Standard Oil Co. v. Powell Paving & Contracting Co.

138 S.E. 184, 139 S.C. 411, 1927 S.C. LEXIS 168

• Court: Supreme Court of South Carolina
• Decided: April 21, 1927
• Docket: 12193
• Status: Published

Opinions

The opinion of the Court was delivered by

Mr. Justice Stabler.

We have carefully considered the questions raised by the exceptions of the different appellants in this case. We are satisfied with the findings and conclusions, of the Circuit Court as set forth in its decree, modifying and confirming the report of the Master.

We desire to direct attention particularly to the definition of the word “surety” contained in the specifications which form a part of the contract, which definition is set out in the Master’s report. That definition states that the surety “engages to be responsible for his (contractor’s) payments of all debts pertaining to * * * the work for which he has contracted.” If any doubts remained as to surety’s liability on the claims allowed in this suit, this definition should dispose of them. The liability contracted for is certainly broad enough to include all ■ claims. allowed by the Circuit Court. Parties to a contract may, by agreement, attribute to a word used in the contract any meaning they may desire, and if such meaning is clear the Courts will give effect to it.

As was well said in Morrison v. Wilson, 30 Cal., 344:

“The question then comes to this, have the parties to a written contract the right to set aside the general sense of the words which they use, and for the purposes of the contract to assign to them another and different meaning by convention ? That they have both the right and the 'power to do this there can be no question. The meaning of language depends upon usage and varies with it. If parties should insert a clause in their contract to the effect that the language used by them should be taken in a certain sense which had become provincial, or in the meaning borne by it in a particular trade, and particularly if they should proceed to state the agreed definition in detail, and the definition turned out to be clear and unambiguous, the general meaning would have to give way; and it follows that it must be considered that parties have the power to innovate upon the general meaning of the words at large free from all legal restrictions. If they see fit to agree that mile shall stand for league, or grant, bargain and sell for quitclaim, or even black for white, however we might marvel at the caprice, we could not question the power.”

Let the able and comprehensive report of the Master, E. C. Haynsworth, Esq., and the decree and order of Judge Wilson be reported.

All exceptions are overruled; the judgment of the Circuit Court is affirmed and the case remanded to that Court, with instructions that the funds in the hands of the Court be disbursed by the Master as decreed in the order of the Circuit Judge.

Mr. Chiee Justice Watts and Mr. Justice Bdease and Mr. Acting Associate Justice C. J. Ramage concur.