Mills v. Dow's Administrator

Citations

• 133 U.S. 423
• 10 S. Ct. 413
• 33 L. Ed. 717
• 1890 U.S. LEXIS 1922

Syllabus

<p>Where tbe subject matter of a contract relates to the construction of a rail- ’ road in Massachusetts, and the defendant resides there, and the contract was made there, and a suit on the contract is brought there, the law of Massachusetts is to govern in expounding and enforcing the contract, and in determining the rule of damages for a breach of it.</p> <p>Where a contract states that the purchasing price of its subject matter is $15,000, and that that sum has been “this day advanced and paid” therefor, it is competent for the vendor, in a suit by him' on the contract, to show that only $10,000 was paid, with a view to recover the remaining $5000.</p> <p>The language of the contract is ambiguous and cloes not show actual prior or simultaneous payment.</p> <p>Evidence of a promise by the defendant, as a part of the, consideration of the contract, to pay certain debts mentioned in it which the plaintiff owed is admissible; and the refusal of the defendant to pay those debts on demand was a breach of the contract.</p> <p>An agreement to “ assume” a prior contract, and to save the plaintiff harmless from “ all liability” by reason of certain other contracts, is broken by a failure to pay the parties to whom the plaintiff was liable, and it is not necessary to a breach that the plaintiff should show that he had 'first paid those parties.</p> <p>The agreement is not merely one to. indemnify the plaintiff from damage arising out of his liability, but is an agreement to assume his contracts and to discharge him from his liability.</p> <p>• Such agreement was a personal one on the part of the defendant.</p>