Kuykendall v. Gilbreath

Dickinson, J.,

delivered the opinion of the court.

The plaintiff in error contends that the action is properly brought. Though debt is, in general, a concurrent remedy with covenant, the rule is not universal. Where a deed contains a contract, expressed or implied, for the payment of a sum certain, the party may elect his remedy. So on a penal bond for the performance of covenants and agreements. But where the contract is under seal, and one engages with the other, that some act hath or hath not already been done, or for the performance or non-performance of some specified duty, without any penalty contained therein, it is different. So, if a certain event takes place, he will pay so much money. No particular words are necessary to create a covenant or condition, and it is immaterial, in point of construction, whether the clause of condition be placed in the instrument, prior, or posterior to others. Co. Litt. 20, 3, 6; 2 Mod. 72; Cro. Eli. 348. Contracts are always to be so expounded as to carry into effect the intention of the parties; which intention is not to be collected from the language of a single clause, but from the entire contents of the deed, and according to the reasonable sense and construction of the words. However general the words of a covenant may be, if standing alone, yet, if from other covenants in the samé deed, it is plainly and irresistibly to be inferred, that the party could not have intended to use the words in the general sense which they import, the court will limit the operation of the general words. 2 Bos. & Pull. 574—5. Gilbreath purchases of Kuyken-dall a pre-emption, for which, he covenants to pay. him five hundred dollars within one month from the date of the deed, upon condition that the pre-emption is good and lawful, and passes so as to secure to him the benefit of it. But if if should not be good and lawful, and so pass as to effect the object of the purchase, then the object is defeated, provided he returns the pre-emption to Kuykendall. In the case of Thorpe vs. Thorpe, 1 Ld. Ray 665, and M. 12 Mod. 445, 1 Salk. 171, and Lutw. 75, it was decided that, where a day certain is appointed for the payment of money, if the day is to arrive after the time in which the consideration ought to be performed, for which the money is made payable, the performance of the consideration is a condition precedent to the payment of the money. The contract then, between Kuykendall and Gilbreath, so far as regards the fulfilment of the covenant, should have been consummated prior to the time of payment. Though the terms in which the deed is worded are somewhat loose and ambiguous, there is no difficulty in ascertaining the meaning and intent of the parties. However correct the argument of the plaintiff in error may be, as regards a proviso, when it comes up properly, by plea, as matter on an issue of fact, it is not applicable when the case stands on demurrer as to the legal construction to be given to a deed. The question of dependent or independent contracts, certainly does arise in this case, for there was a condition precedent to be fulfilled by Kuykendall, before he could make Gilbreath liable upon his covenant. If one party was ready and offered to perform his part, and the other neglected or refused to perform Ms pari, he who is ready and offers, has fulfilled his engagement, and may maintain an action of covenant for the default of the other. Judgment affirmed.