The plaintiff claims that the conveyance of the water-power, by the defendant's reserving for the plaintiff its use for the full term of his lease, without giving him an opportunity to buy at the price offered by another, was a breach of the covenant in the lease. *Page 406
To obtain the true construction of the particular clause in question, the whole contract or lease must be considered, and the purpose sought to be obtained by the contract kept in view. The leading purpose of the contract was, for the plaintiff to obtain, and the defendant to give, a right of water-power for a term of years. That purpose is expressed in the first part of the lease, which gives the plaintiff the use of the water-power for six years. Further on, this is limited by giving the use, without let, hindrance, or interruption, in any event, for two years, but reserving the right to sell the leased property after that time; and then, that the plaintiff may have opportunity to enjoy the water-power for the full term, he shall have the first privilege of purchasing by paying as much as any other person will pay. Keeping in view the purpose of the lease, the defendant, to enable the plaintiff to enjoy his full term, agreed to give him the option of buying if he should proceed to sell. A sale of the power, reserving for the plaintiff his full term of six years, left the lease to have its complete operation, and was no violation of any condition, provision, or covenant of the lease. The agreement to give the plaintiff the first opportunity to buy, if the defendant should choose to sell, and the plaintiff would pay the required price, was not an independent stipulation, but an agreement to preserve to the plaintiff the enjoyment of the waterpower for the whole six years on the condition named; and that result was secured by the reservation of the remainder of the term in the conveyance made.
The natural view to be taken of the contract is, that a lease was made for six years, unconditional for two years, with a right to the lessor to sell after that time, but the lessee may avoid the effect of that and save his full term, by purchasing, if he will. A sale, therefore, which did not disturb the lessee in the enjoyment of his full terms although the option was not given him to purchase, was no breach of any covenant in the lease.
Judgment for the defendant.
SMITH, J., did not sit: the others concurred.