Contract, Construction. Evidence, Extrinsic affecting writings, Materiality. Agency, Commission. Practice, Civil, Ordering verdict.
The owner of a building asked a person to procure a tenant for the building and signed an agreement in writing as follows: "All you get above $2,000 per year you may have as your commission." The person thus employed procured a tenant who was accepted by the owner and took a lease of the building for five years at an annual rent of $2,200. Held, that the agreement meant that the compensation for procuring a tenant should be the excess over $2,000 a year during the whole term of the lease and not merely the excess over the amount paid annually, so that the person who procured the lease for five years was entitled to a compensation of $1,000 and not merely of $200.
One, who hastily signs an agreement in writing, in the absence of fraud is bound by its legal meaning although he understood it differently.
In an action against the owner of a building on a special agreement for a stipulated compensation for procuring for the defendant a tenant for the building under a lease for five years at an annual rent of $2,200, if the agreement signed by the defendant and delivered to the plaintiff is, "All you get above $2,000 per year you may have for your commission," the defendant cannot be allowed to show what is the usual commission for such services, nor can he be allowed to show that shortly after the making of the lease the plaintiff effected a sale of the property to the tenant.
Where the liability of a defendant depends entirely upon the construction of a contract in writing and no material fact is in dispute, if the presiding judge adopts an interpretation of the contract which makes the defendant liable for the amount claimed by the plaintiff, it is his duty to order a verdict for the plaintiff in that amount.
HAMMOND, J.
The compensation of the plaintiff was fixed by the following writing signed by the defendant and delivered by him to the plaintiff before the latter began his work of procuring a tenant: "All you get above two thousand dollars per year you may have as your commission." The lease which was finally effected by the plaintiff was for five years at an annual rental of $2,200; and the main question is as to the meaning of the writing above quoted.
It is manifest that the plaintiff was to get nothing unless the annual rent should be over $2,000. He was to get only the excess above that sum. But was he to have that excess for one year only, or was he to have it during the life of the lease? The true interpretation of the contract was a question for the court and not for the jury. Globe Works v. Wright, 106 Mass. 207, 216, and cases cited. It is strongly argued by the defendant that the paper means simply that the plaintiff should get the excess of the annual rental to be named in the lease over the sum of $2,000, and that since the annual rental was $2,200 this excess was only $200; and that the construction urged by the plaintiff would make his compensation greatly in excess of the usual fee for such services, and is therefore unreasonable.
The evidence shows that the writing was hastily made and delivered, and it may be that the defendant intended it to mean only what he now contends it means. But he wrote it; there was no fraud; and under the circumstances disclosed he must be held bound by its legal meaning, whatever that may be. We are of opinion that the contract was rightly interpreted by the judge. At the time the writing was made the period for which the lease should run was not of course fixed, although it is a fair inference that it was considered desirable to have it run from three to five years. And perhaps the longer lease was more desirable than the shorter. But however that may be, the writing seems to us to say that the defendant was to be satisfied with $2,000 a year and that the plaintiff might have the excess, and that this excess for the life of the lease should go to the plaintiff. Any other interpretation is forced and unnatural.
The evidence as to the usual commission for such services was rightly excluded. The action was upon a special contract and not upon a quantum meruit. The evidence that subsequently the property was sold was also rightly excluded. The meaning of the contract could not be affected by any subsequent action of the defendant with reference to the property. Fitzpatrick v. Gilson, 176 Mass. 477.
No material fact bearing upon the construction of the contract and essential to the validity of the plaintiff's action being in dispute, the judge rightly ordered a verdict for the plaintiff. Pratt v. Langdon, 12 Allen, 544.
Exceptions overruled.