The Texas Co. v. Blackmon-Scarbrough Inc.

I concur in the judgment and what is stated in the opinion with the exception of the statement that the court properly construed the contract most strongly against the party which prepared it. There is no rational basis, in my opinion, for such a statement. Both parties to the contract had the same privilege so far as cancellation is concerned, and the fact that the lessor elected to cancel did not and could not determine the meaning of the contract. The contract means one thing in any and all events, not one thing if the lessor elects to cancel and another if the lessee elects to cancel. In my judgment, the soundest basis for the ruling is that each party intended the most liberal interpretation of the contract in his own favor so far as cancellation is concerned. The rule of construction of a contract against the one preparing it means that, if there is a construction which is against the party preparing in any and all circumstances, it is considered as being against him. The rule does not mean that a contract shall be construed more than one way but against the party preparing it according as the facts of a particular case make a particular interpretation contrary to the interests of the party preparing it. Where both parties to a contract have the same rights under it, it cannot be construed in favor of or against either. The contract here means the same thing whichever party elects to rescind or cancel.