Shoemaker v. Acker

Citations

• 116 Cal. 239
• 48 P. 62
• 1897 Cal. LEXIS 531

Syllabus

<p>Contract—Construction—Intention of Parties.—A contract must he construed, with reference to the subject matter, to the circumstances under which it was made, and to the evident intention of the parties, as made apparent by all the subject matter and circumstances.</p> <p>Id.—Agreement to Devote Whole Time to Management of Land— Immaterial Absences not a Breach—Prevention of Performance—Rescission — Action by Manager.—An agreement by one party in consideration of the purchase of land and the furnishing of means for its improvement by another, and of a share in the profits, to “devote his whole time and attention to the management, care, cultivation, and improvement of said land, and the sale of said land and products thereof,” is not to he construed as requiring that the manager should positively remain on the land all of the time, and is not broken by occasional short absences from Saturday afternoon to Monday noon, where it appears that the manager faithfully managed, cared for, cultivated, and improved the land, and attended to sales and products thereof, and only absented himself when his actual presence was unnecessary, and that his short absences did not result in any loss or injury, or constitute any defect in management; and such immaterial absences cannot justify the other party in electing to annul the contract, or to prevent its further execution on the part of the manager, but the manager is justified in treating the contract as rescinded by such prevention, and may at once maintain an action for damages for its breach by the other party, and recover the entire damages resulting therefrom.</p> <p>Id.—Damages—Prospective Profits—Difficulty of Ascertaining.— When prospective profits are not collateral to the subject matter of the contract, the breach of which is the subject of the action, hut their loss is the natural and direct consequence of its breach, they may be recovered, and he who breaks the contract cannot wholly escape on account of the difficu