Deeds and Conveyances — Contracts — Interpretation — Intent — Timber — Right to Sell Reserved.
An express written agreement made between the owner of lands whereon timber is growing, and another, whereby the latter was to cut the timber, with certain provisions as to a division of profits, etc., containing the further provision that if the owner "shall sell and convey any and all of the lands herein mentioned and described this contract shall be null and void as to the part sold and conveyed," must be so construed as to effectuate the intention of the parties as gathered from the language employed, and admits only of the interpretation that the owner may at any time during the life of the contract sell off portions of the land, though after the other contracting party had begun to cut the timber.
HOKE, J.
In the recent case of Gilbert v. Shingle Co., 167 N.C. pp. 286-288, it is said to be the accepted rule of construction of written contracts: "That the intent of the parties as embodied in the entire instrument should prevail, and that each and every part shall be given effect if it can be done by fair and reasonable intendment, and that in ascertaining this intent resort should be had, primarily, to the language they have employed, and where this language expresses plainly, clearly, and distinctly the meaning of the parties, it must be given effect by the courts, and other means of interpretation are not permissible," citing McCallum v. McCallum, post, 310; Kearney v. Vann, 154 N.C. 311; Hendricks v. Furniture Co., 156 N.C. 569; Bridgers v. Ormond, 153 N.C. 114; Davis v. Frazier, 150 N.C. 447; Walker v. Venters, 148 N.C. 388.
In the present case the contract contains express stipulation that "If the said J. A. Goode shall sell and convey any or all of the land herein mentioned and described, the contract shall at once become null and void," and there is nothing anywhere in the instrument to indicate that the force and effect of this provision shall be restricted to the period of time that might elapse before operations were commenced; indeed, there is nothing to indicate that there was to be any such period. The plain and natural meaning of the language is that the stipulation is to prevail through the life of the contract, and, applying the principle of interpretation above referred to, we concur in his Honor's view that, on sale of the land or any part of it, the contract obligations of the parties, concerning the portion sold, should cease.
There is no error, and the judgment of the Court below is
Affirmed.
Cited: Electric Supply Co. v. Burgess, 223 N.C. 100.
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