By the indenture of July 10, 1843, the corpo« ration agree that, upon the payment of the purchase money by the plaintiffs “ on or before the first day of January next,” they will duly execute and deliver to them a deed of certain lots therein described, with certain specified rights of way, drainage, &e.; and the plaintiffs agree that they will “ on or before the first day of January next” pay for the lots at two dollars per foot, in cash, or notes payable in five years with semi-annual interest, and secured by mortgage. The lots were marked and numbered on a plan which was recorded in the registry of deeds. Certain other lots which were marked and numbered on the plan were not included in this stipulation; but an agreement was made giving the plaintiff a right of preemption as to them, on certain specified conditions. Then following the agreement respecting the lots which are the subject of this suit: “ And the said company further agree with the said Bussell and Standish, that they will offer to them lots numbered ten and eleven on the said plan, on the same terms and in the same manner, in case the said lots shall not be used for an hotel.”
It being conceded that the lots were used for a hotel, for the space of ten years, the right of preemption ceased, if a literal construction is to be given to the agreement. But the plaintiffs contend that by a more reasonable construction of it the right of preemption is perpetual, and arises whenever the lots shall cease to be used for that purpose. They contend that this bill for specific performance of the agreement can be maintained on the ground that the corporation has sold the lots, with the hotel erected thereon, to the defendant Weld, and that he, finding the hotel to be no longer profitable, has converted it into warehouses.
But the court are of opinion that such a construction is not reasonable. The language does not express the idea that whenever the lots shall cease to be used for a hotel, in case one shall be built upon it, the plaintiff shall have the right to purchase it at two dollars a foot. It expresses only the idea that the plaintiffs *295shall have the right of preemption when it is determined by the company not to erect a hotel on the lots. And as payment is to be made “ on the same terms and in the same manner ” as for the other lots, it would seem that the parties did not intend to keep this stipulation open beyond the first of January next succeeding the date of the contract, being a period of about six months. To hold that the lots are subject to a perpetual right of preemption to a party who is under no obligation to purchase them, whatever changes may take place in the value, and whatever structures may have been erected upon them, would be unreasonable, without a clear expression of such intent ; and the court do not find such expression.
But the plaintiffs contend that, in order to aid the construction of the contract, they were entitled to offer evidence of the situation of the parties, the nature and condition of the property, and any acts of the parties at the time of the contract tending to show their understanding of its terms.
That evidence of this character is admissible for certain purposes is well established. Where the memorandum of a contract is expressed in brief terms, such proof may throw light upon it, and tend to make it intelligible. Knight v. New England Worsted Co. 2 Cush. 271. In Attorney General v. Clapham, 4 De Gex, Macn. & Gord. 591, Lord Chancellor Cranworth says it is like the evidence offered by a dictionary, which enables us to translate a foreign language ; or a book of science, which gives us the meaning of words of art. But the language in this case does not call for such explanation. The court are merely called upon to construe words which have a well established signification; and it is not even suggested that the parties used any one of them in an unusual sense. Indeed it does not appear what specific facts the plaintiffs proposed to prove, nor is there any allegation in the-bill which would seem to render evidence of this character useful in construing the agreement. The court are of opinion that the intent of the parties must be gathered from the language of the instrument exclusively. Bill dismissed with costs.
Bigelow, C. J. did not sit in this case.