Shaw v. Shaw

Assumpsit, in which the plaintiff seeks to recover the amount due on two promissory notes, each reading as follows, to wit:

“ June 15 1860

“ For value received I promise to pay Ira Shaw or order five hundred dollars on demand with interest annually payable in four months from date.Geo. W. Shaw”

The parties agreed that judgment should be rendered for such an amount on said notes as the whole court should determine, and the questions of law were reserved.

The only ambiguity that exists in this case is patent, appearing on the instrument itself, and no aid is to be sought from extrinsic facts, nor any explanation from parol proof. The intention of the signer must be gathered solely from the contract itself, and such construction is to be given to it if possible as to make every part and every word of the contract operative. If the words “ on demand” had been omitted, the contract would have been plain, and it would have been equally so if the words “ payable in four months from date” had not been added. ¥e might suppose that the note was first written in common form, that is, in the form more common probably than any other in the country among men of limited business, payable on demand, with interest annually, and that some objection was made by the signer to making it payable on demand, and that the subsequent portion was added with the design of limiting the time of payment for both the principal and the interest.

But we Should not be justified by any known rules of construction in giving the terms of the note such interpretation or such effect. ¥e are to assume that all the words in this contract were placed there intentionally, and were designed to have some meaning and force in the construction. The words “ on demand,” in such a contract, can not be rendered senseless, or treated as surplusage, by any just rule of construction, if any interpretation is possible which shall give them force aud effect, and at the same time give force and effect to the rest of the contract. • Jilson v. Hill, 4 Gray 316. The same remark holds equally true in regard to the words “ payable in four months from date.”

The only way we can readily see to do this is, to make the words “ on demand,” refer to the next antecedent subject, to wit, the five hundred dollars, and the words “payable in four months from date,” to the next antecedent subject, to wit, the interest annually, making the interest payable “ in four months,” &c., or, what is an equivalent expression in notes of hand, “ after four months from date.” By that construction the five hundred dollars is payable on demand, with interest annually after four months. The same result will be obtained by simply placing a comma after the word “ demand” in the original contract. Let judgment be rendered for the face of the notes, with interest annually thereon after four months from date.