James Stewart & Co. v. Law

Mr. Justice Calvert,

joined by Justices Hart and Garwood, dissenting.

I cannot agree with the majority opinion in this case.

The contract in question is a contract between North American Aviation Company and James Stewart & Company. Law was not a party to the contract. If he and the subrogated insurer have any legal rights under it, those rights must arise because the contract was made for Law’s benefit; the contract must impose some obligation on Stewart & Company, the fulfillment of which would redound to Law’s benefit. By what provision of this contract is there any such obligation imposed?

*400The contention of respondents is that the contract imposed on Stewart & Company an obligation to require its subcontractor, Grand Prairie, Grand Prairie’s subcontractor, Dye and Shaw, and Dye and Shaw’s subcontractor, Nethery, to carry the types of insurance therein mentioned for the benefit of their respective employees and for the benefit of the public. It stands admitted that Stewart & Company did not require Nethery to obtain such protective insurance; and it is this breach of its contractual obligation, contends Law and the subrogated insurer, that gives rise to Law’s right of action as a third party beneficiary, against Stewart & Company. If it be conceded that the breach of a contract imposing a duty to require some one else to make a contract for the benefit of a third party is actionable at the instant of such remote third party, yet I cannot agree that the contract in question, properly interpreted, imposes any such obligation on Stewart & Company.

By their opinion the majority of this Court as much as confess that no obligation for the benefit of third parties, situated as was Law, is imposed on Stewart & Company by the express terms of the contract. But, it is said, the contract is involved and ambiguous and we may look to the factual background, the surrounding facts and circumstances and the interpretation placed on the contract by the parties to resolve the ambiguity and ascertain the intent of the parties. That this is a proper rule for interpreting ambiguous contracts is not here questioned. It may be admitted also that the language of the contract is somewhat “involved”, but is there any ambiguity in any of the terms of the contract whereunder Law may claim any legal rights as a third party beneficiary? I think not.

While it is axiomatic that in the interpretation of contracts the courts will seek out and give effect to the intention of the parties, it is nevertheless well settled that “where the terms of a writing are plain and unambiguous, there is no room for construction, since the only office of judicial construction is to remove doubt and uncertainty.” 12 Amer. Jur. 752, Contracts, sec. 229. If the language and terms of the contract are clear and plain the courts will seek no further to discover an intent at variance with that expressed in the contract itself. 17 C. J. S. 695, Contracts, sec. 296; Pierce-Fordyce Oil Ass’n. v. Warner Drilling Co., 187 S. W. 516 (Tex. Civ. App., 1916) ; Magnolia Petroleum Co. v. Connellee, et al., 11 S. W. (2d) 158 (Comm. App.). The rule seems to be well established that parties are presumed to contract for their own benefit and that one not a party to the contract will not be permitted to claim thereunder *401unless it clearly appears that the parties to the contract intended it to be for his benefit. Citizens National Bank v. Texas & P. Ry. Co., et al., 136 Texas 333, 150 S. W. (2d) 1003; Knox v. Ball, et al., 144 Texas 402, 191 S. W. (2d) 17; 12 Amer. Jur. 832, Contracts, sec. 280; 17 C. J. S. 1220, Contracts, sec. 582.

A careful reading of the contract here involved discloses no language whatever indicating that it was the intention of the parties that Stewart & Company should be burdened with the obligation of requiring subcontractors of subcontractors of subcontractors to carry protective insurance. The language of the first paragraph of the contract as quoted in the majority opinion required Stewart & Company to maintain the types of insurance there described for its own protection, for the benefit of its employees, and for the benefit of such third parties as might have claims against Stewart & Company because of its torts or the torts of its employees. The second paragraph fixed limitations on the amount of insurance required under the first paragraph. The first clause of the third paragraph provided that Stewart & Company should maintain Contractors’ Protective Liability Insurance in fixed amounts in the event it sublet all or any part of the contract. The last clause of the third paragraph relieved Stewart & Company of the obligation imposed in the first clause thereof to the extent that any subcontracor on a cost-plus basis maintained the types of insurance there mentioned with Stewart & Company named in the policies as an additional insured. This, it seems to me, is the clear meaning of the contract with the intention of the parties manifest in its terms. There is no suggestion of an obligation imposed on Stewart & Company to require subcontractors to maintain the types of insurance mentioned in the last clause of the third paragraph of the contract. There is no such ambiguity as justifies the court in seeking the intention of the parties in the facts and circumstances surrounding the making of the contract or in the acts of the parties which otherwise might be looked to in order to ascertain their interpretation of the contract. These matters become wholly immaterial. For that matter, I do not agree that the contractual requirement for protective insurance made of Grand Prairie and its subcontractors by James Stewart & Company necessarily supports the majority view that this was a recognition by James Stewart & Company of an obligation to require it. It seems more consistent with the plain provisions of the contract with North American to hold that by making the requirement of Grand Prairie and its subcontractors James Stewart & Company simply availed itself of its right to obtain relief from the obligation of having to maintain the insurance *402provided for in the first clause of the third paragraph of the North American contract.

Believing as I do that there is no sound basis for holding that the contract imposed on Stewart & Company an obligation to require Nethery to carry Automobile Liability Insurance it follows that it is my opinion that the judgments of the Court of Civil Appeals and the trial court should be reversed and judgment here rendered for the Petitioners.

Opinions delivered October 25, 1950.

Motion for rehearing overruled November 29, 1950.