Standiford v. Kloman

Citations

• 234 Pa. 443
• 83 A. 311
• 1912 Pa. LEXIS 668

Syllabus

<p>Contract — Written contract — Construction—Extension of option — Province of court and fury.</p> <p>1. It is a general rule that tbe court, and not tbe jury, are to judge of the meaning of a written instrument, except in certain cases, where the instrument is not to be understood without reference to facts dehors the writing, and then it may be proper that the jury, who are to inquire into the facts, should judge of the whole. But when that is not the case the courts are bound to give the construction; and if they refuse to do so and leave it to the jury it is error.</p> <p>2. Where the parties to a written option to purchase land execute, during the running of the option, a later written contract, which expressly states that its purpose is “to give to the parties of the second part an extension of thirty days to carry out the terms of the written contract,” previously made “and executed by the same parties,” a recital in the second contract “that the terms in the contract are to be complied with on or before” a day named, is not to be construed as converting the agreements between the parties from an option to a contract of purchase and sale; and such a construction is especially required where a letter sent by the seller to the purchaser with the new contract to he executed, calls attention only to some minor points of difference between the two agreements, and shows by its terms that it was the intention of the parties that the new agreement was to be only an extension of the old one.</p> <p>3. In such a case the construction of the contract is for the court, and it will not be carried to the jury by the parol evidence in the case, which was not introduced for the purpose of throwing any light on the understanding of the parties by determining some extrinsic fact on which the true construction of the contract depended, but rather to show what had been done by each party under the contract within the stipulated time.</p>