L. Straus & Sons v. Wanamaker

Citations

• 175 Pa. 213
• 34 A. 648
• 1896 Pa. LEXIS 1238

Syllabus

<p>Contract — Construction of — Inconsistent and repugnant clauses.</p> <p>If there be two clauses in a contract so totally repugnant to each other ‘that they cannot stand together, the former shall be received and the latter rejected.</p> <p>Where a contract distinctly guarantees a certain per cent profit on the cost of goods to be sold, and a supposed explanatory clause is added which is inconsistent with, and would partially destroy it, the obvious method of construing it is to hold that the parties clearly stated their purpose in the beginning, and that the use of an improper expression as a •supposed equivalent of their former expression will not vitiate the contract.</p> <p>W., the proprietor of a large store, entered into an agreement in writing with S., the proprietor of a china and glassware store, by which S. was ■to move his business into W.’s store, as a department of W.’s business, ■and W. was to “ guarantee that the profits from the sales of the goods ■shall not be less than fifty per cent over and above the cost of said goods, ■and should the profit fall short of this S. is authorized to charge such ■deficit as may arise to W. at the semi-annual settlement. The guarantee <of fifty per cent profit applies only to china and glassware. It is understood that the meaning of fifty per cent profit is that at the time of stock taking one third of all sales shall be profit.” Held, that as no guaranty that one third of the sales should be profit was possible if the goods were sold at a price more or less than exactly fifty per cent profit on the cost, the last clause was repugnant to the first, and should be disregarded in construing the contract.</p> <p>Contract — Construction of contract by act of the parties.</p> <p>Wherever the terms of an agreement are equivocal or doubtful, or the language of a contract is ambiguous, the interpretation of it by the parties is entitled to great, if not controlling, influence.</p> <p>An agreement of reference left “ all dif