(dissenting):
The parties entered into an agreement which consisted of a written proposition made by the defendant and an acceptance by letter on the part of the plaintiff. The purport of the contract so made was, that plaintiff became the manager of the defendant’s summer hotel at Niagara Falls for the period of five years, at a compensation of $2,000 per year, with one-half of the net earnings, as defined in the proposition referred to. At the close of this written offer of the defendant occurs the following provision: “ It is further understood and agreed that this contract may be terminated by either party giving to the other three months’ notice before May 1st of any year during the five years above stated. Or at any time, provided a season be kept intact; and by the party so terminating it, paying ($2,000.00) two thousand dollars, cash, to the other party as liquidated damages in full for the termination of the contract.” On the 23d day of January, 1897, the defendant gave to the plaintiff the following notice:
“ Niagara Falls, N. Y., January 23, 1897.
“ Mrs. Mary A. Fox, Dayton, Ohio :
“ Dear Madam. — In accord with the contract, dated December 10,1894, between yourself and the International Hotel Co., I hereby give you the three month’s notice prior to May 1st, specified in the contract, that we elect to terminate said contract as provided therein.
“ THE INTERNATIONAL HOTEL OO.,
“ Per Arthur Sohoellkopf, Sec’y c& Treas.”
The contention of the plaintiff is, that the payment of the $2,000 as liquidated damages is a condition precedent to the termination of the agreement, and she has brought this action to recover that sum.
In the interpretation of written contracts two elementary rules obtain : 1. The intent of the parties must dominate. (Coleman v. Beach, 97 N. Y. 545.) And in ascertaining that intent, not only must the whole context be considered, but resort may be had to the surrounding circumstances, to the situation of the parties and to whatever will shed light upon any ambiguity existing in the writing. (Clark v. Devoe, 124 N. Y. 120, 124; Krakauer v. Chapman, 16 App. Div. 115.)
2. Every part of the instrument must be considered and given *146its natural, ordinary meaning, if that can be done without violating the intent of the parties. (Ripley v. Larmouth, 56 Barb. 21; Germania F. Ins. Co. v. Roost, 55 Ohio St. 581.)
The extraneous facts are of but little significance in aiding us to interpret this agreement. The hotel was open during less than half a year; from June first to about November first comprised its season. While in operation, plaintiff was in charge, and had a certain compensation, and, if the .business proved profitable, this would be still further augmented. But all that does not elucidate the question now controverted by the parties.
By the terms of the provision permitting either party to terminate the agreement, the parties seeking to annul it had two opportunities : First. By giving the three months’ notice. That lias reference to the first of May; so, any notice earlier than the first of February was within the stipulation period. It could be given any time during the summer preceding if desired, but it would not be operative until the succeeding May; and the shortest time within which this notice could be served was three months. Second. For some reason the parties were not satisfied with this iron-clad requirement, so they provided another method by which the life of this agreement could be brought to an end; that was, either party could nullify the agreement at any time excepting pending the hotel season ; but the exercise of this privilege must be accompanied with the payment of $2,000, which were damages fixed by the parties for the sudden ending of the service. There is no repugnance in these two clauses, and this interpretation gives full effect to each of them and is harmonious with the intention of the parties so far as we can gather their meaning, either from the agreement itself or the circumstances surrounding its execution and performance. If, as is contended, the $2,000 were to be paid whenever the agreement was terminated, then the three months’ provision is meaningless. It is obvious the parties never contemplated consenting to a termination of the agreement during the continuance of a season. Therefore, the latter clause permitted either party to put an end to the agreement at any time, except when the hotel was in operation. Unless that was embodied in the contract, to be operative only when the $2,000 were paid, then the three months’ limitation is surplus-age ; for, if $2,000 must be paid in any event, and the parties are *147allowed to cut short the life of the contract at any time, of course, there is no sense in requiring notice three months anterior to the happening of that event. These are two independent provisions, entirely consistent with each other, and the parties are entitled to have due significance accorded to each.
It is urged, however, that it is unreasonable that the plaintiff should terminate the contract, cutting off her salary and her right to the net earnings without some pecuniary benefit accruing to her. The parties made that kind of an agreement, and it is not novel and not harsh in its terms. The plaintiff might become dissatisfied with her position; she might receive a more advantageous offer; she might have anticipated a larger income from the net earnings and failed to realize her expectations, or any other reason might prompt her to terminate a perhaps undesirable agreement. Any of the same motives might induce the defendant to cancel the agreement. The parties, therefore, gave each other that privilege, only it must be exercised sufficiently long before the opening of the hotel season to enable the plaintiff, on the one hand, to secure another situation, and to permit the defendant, on the other, to engage a suitable manager in place of the plaintiff. Then, to guard against any unfair advantage, the ending of the contract, except upon the stipulated three months’ notice, must be at the cost of $2,000 to the party nullifying it. This interpretation gives force to each clause of the agreement, creates no inconsistencies and does no violation to the intention of the parties.
While in the construction of an agreement too much weight cannot be given to the punctuation (Application of B. E. R. R. Co., 125 N. Y. 434), yet I find nothing in the interpretation of the contract here given which violates any rule the most punctilious literateur might suggest. The first provision as to terminating the agreement ends with a period. That indicates a distinct, independent provision complete in itself. Then another provision is stated, and a semi-colon separates its clauses. This is not an infrequent mark of punctuation in the separation of two divisions of a sentence; it is often used in the place of a comma. In sentences of this composition, it is a common method of interpretation that the ending clause or phrase applies to the last subject-matter to which it is pertinent, unless.the clauses are connected by commas denoting the *148qualifying phrase is applicable to all the preceding clauses. It is unusual to make the qualifying clause jump a period and be tacked on the first sentence.
Where an agreement is ambiguous, its practical construction by the parties is of much force. (Woolsey v. Funke, 121 N. Y. 87.) This notice was served January twenty-third, stating it was under the three months’ provision. No suggestion or claim was made by the plaintiff, until the seventh of Hay, that the payment of $2,000 was requisite to make this notice effective. She testified she expected to continue in the hotel under another proprietor, and it was not until that hope was blasted that it occurred to her she could exact this sum upon the termination of the agreement. If her contention is correct, the $2,000 should have accompanied the notice, and had she so understood the agreement, she would have been swift to insist upon its payment.
In this case the defendant avers in its answer that if this interpretation cannot be fairly spelled out of the agreement itself, it is because of an error of the scrivener or typewriter, and that it fails to coincide with the intention of the parties and a reformation is asked for. Under this averment proof was taken on the negotiations of the parties preliminary to the agreement, and the learned trial judge finds as a fact that the construction put upon the agreement by him is consonant with the intent and paroi understanding of the parties. This finding was based upon adequate, competent testimony (Born v. Schrenkeisen, 110 N. Y. 55), and the judgment should not be disturbed in any event.
The judgment should be affirmed, with costs to the appellant.
Judgment reversed and new trial ordered, with costs to the appellant to abide the event.