Wilson v. Bicknell

49 N.E. 113, 170 Mass. 259, 1898 Mass. LEXIS 191

• Court: Massachusetts Supreme Judicial Court
• Decided: January 26, 1898
• Status: Published

Opinion

Lathrop, J.

A promise to pay a person “ at or before ” a day named is a promise to pay on the day named, the promisor having the option to pay before that time. Mattison v. Marks, 31 Mich. 421. See also Hubbard v. Mosely, 11 Gray, 170; Reed v. Kilburn Co-operative Society, L. R. 10 Q. B. 264. As this action was brought before the expiration of the five years named in the agreement declared on, it was prematurely brought if the words “ at or before ” relate to the word “ reimburse.” This proposition is not disputed by the plaintiff. He- however contends that the language used is to be construed as a promise to reimburse him for any loss of the shares of stock suffered at or before the expiration of five years. This construction does not seem to us, however, to be the natural and reasonable meaning of the agreement. It fixes no time when the reimbursement is to be made. If it be said that the law will imply a reasonable time after any loss has occurred, then the defendant might be liable to a hundred actions, for the plaintiff might sell the stock a share at a time.

If the defendant had promised to reimburse the plaintiff “ at or before thé expiration of five years, for any loss,” etc., there could be no question of the meaning. Belcher v. Loveland, 119 Mass. 539. We are of opinion that the agreement should be construed as if it were so written. There is merely an inversion of the clauses of a sentence, which does not in any way affect the sense. We have no doubt that the words “at or before the expiration of five years ” relate to the promise to reimburse.

Exceptions sustained.