Ruth v. Flynn

King, J.,

specially concurring:

While agreeing with the conclusion reached by the majority of the c'ourt, and in no way dissenting- from the reasons given by the Presiding Judge for such conclusion, I wish to state the reason which most strongly 'appeals to. me. The agreement for dissolution of partnership, may be regarded as, and conceded to. be, ambiguous. In some of its provisions it is an unequivocal dissolution as of its date; in others it appears to be a present agreement for a dissolution in the future. As a whole, I regard it as more strongly indicating an intention to. effect an immediate dissolution, than a dissolution to take place in the future; but because of such ambiguity, the agreement may, and, in my opinion, should, be Construed in accordance with the well recognized canon' of construction frequently applied to such contracts, that the parties to- an *183ambiguous contract are bound by the practical interpretation which they themselves gave it.

“A construction of a contract adopted and acted upon by both parties will be regarded as worked into the contract,” adapted from Wharton on Contracts, vol. 1, section 206, and is followed in Union Pac. R. Co. v. Anderson, 11 Colo. 293, 18 Pac. 24; McPhee v. Young, 13 Colo. 80, 87, 21 Pac. 1014, 1016; Farrell v. Garfield M. M. & S. Co., 49 Colo. 159, 111 Pac. 839; Fearnley v. Fearnley, 44 Colo. 417, 98 Pac. 819; Bullock v. Lewis, 22 Colo. App. 449, 125 Pac. 849; Animas Consol D. Co. v. Smallwood, 22 Colo. App. 476, 485, 125 Pac. 594, 596. I quote from some of said decisions, as follows :
“Thus far only the instrument itself has been considered. If, however, the intent and -meaning of the parties is not clearly disclosed by the language of the c'ontract, then competent evidence bearing upon the construction given to' the instrument by the parties themselves, by their acts and conduct in its performance, may be considered.” — McPhee v. Young, supra.
“Where the language is vague or ambiguous, the conduct of the parties, and the construction which they have put upon it while engaged in its performance, and before controversy has arisen, is one of the most reliable tests of their intention.” —Farrell v. Garfield M. M. & S. Co., supra.
“The best indication of the true intent of the parties to a contract is the practical interpretation given by the parties while engaged in the performance of it and before any controversy has arisen.” — Scott, P. J., in Animas Consol. D. Co. v. Smallwood, supra.

The extent to which this rule is enforced is evidenced by the following excerpt from Reissner v. Oxley, 80 Ind. 580, 584:

“The right of the parties to put an interpretation upon their own contracts, even to the extent of doing away, practically, with the ordinary and plain meaning of terms, can *184not well be denied, so- long- as their interpretation does not result in a contract which for some reason is in itself unlawful. And the cases are numerous and consistent, which permit a resort to. proof of the circumstances or situation of the parties, when their contract was made, and of their transactions under it, when its terms are of doubtful or ambiguous meaning, for the purpose of arriving at the true intention.”

The interpretation which the partners plac'ed upon this contract is clearly disclosed in their published notice of dissolution, and their letter to the bank (both of which are quoted in the main opinion), in one of which it was stated, “We have this day dissolved the partnership heretofore conducted,” etc., and in the other,.that “the partnership heretofore Conducted under the name of The Ruth-Flynn Construction Company has been dissolved,” and that the authority of the retiring partner was revoked. It is true that by the agreement, certain uncompleted contracts were to be finished by the persons who had theretofore been partners, but this obligation would have rested on each of them as to third parties, without regard to the dissolution of the partnership-; and this agreement to perform certain specific obligations did not tend to continue the partnership. — Lendholm v. Bailey, 16 Colo. App. 190, 195, 64 Pac. 586; and, as well stated by the Presiding Judge in the majority opinion in the case at bar, in other respects the former co-partners, after the agreement, acted as they would have acted if they had regarded the partnership as ended, until, subsequent to- the death of Flynn, the controversy arose as to the insurance policy.

Because of the practical construction which the parties placed upon their agreement, I regard their intention as conclusively settled in favor of the theory insisted upon by.the administrator, and the continuing partner should be now estop-ped from asserting any other Construction.