Majority
p. 527Jacob Walters, defendant below, Appellant, v. Joseph Morrow, plaintiff below, Respondent.
Headnote
Articles of agreement under seal between the stepfather and mother of a minor and a coachsmith, by which the former placed the minor with the latter to learn the art, trade and mystery of coachsmithing, after the manner of an apprentice, and covenanted that he should stay with the latter until he arrived at the age of twenty-one years, and serve him faithfully after the manner of an apprentice, and not absent himself from his employ without his consent, the latter covenanting on his part to use his best endeavors to teach, or cause the minor to be taught the said art and trade of coachsmithing, and to pay the parents whilst the minor should remain with him, thirty dollars per annum, quarterly, for his clothing, and to allow them for his boarding, washing, and mending, the sum of $2.25, weekly, during said term, the first year’s boarding, amounting to $117, to remain in the hands of the latter until the end of
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the term, when if he served out his time until of age faithfully, as a good and faithful apprentice ought to do, the same was to be paid to the parents, or the survivor of them, or if neither of them should then be living, to the son himself, are not void as contravening either the letter or policy of the statute in regard to the indenturing of apprentices and servants. Such a contract is nothing more than a private agreement inter partes, adopted as a substitution for a formal indenture of apprenticeship, and is to be construed like any other contract in writing between parties, according to its sense and meaning as the same is to be derived from the terms employed in it and collected from the whole instrument, and must have a reasonable construction, so as to carry out the objects and intention of the parties at the time of entering into it. That all the parties having their residence in Wilmington at the time when the agreement was entered into, and the minor living, boarding and lodging in the family of his parents, it was but fair to presume, in the absence of any stipulation in regard to a change of residence, or removal from the State in the meantime by either party, that it was their expectation and understanding, that the minor was to continue in the family of his parents, or at least, under their personal care, supervision, and control, and serve out the term of his minority, without any change of residence, or removal from the State; a;nd that it was therefore but a reasonable construction of the contract to conclude that such -was the design and intention of the parties when it was entered into ‘between them ; and that the 'latter having in the meanwhile removed from the State, had no right to insist on removing the minor with him, without the consent of his parents ; and having by so doing put it alike out of his own power and the power of the other parties to perform their respective covenants according to their intention at the time of entering into them, although he was willing to take the minor with him and teach him the trade out of the State, he had committed a breach of the agreement, and was liable to the other party in damages.
This was an action of covenant on articles of agreement under seal, between Joseph Morrow and Ann Morrow Ms wife, of the one part, and Jacob Walters of. the other part, and came up oh appeal from the judgment of a justice of the peace, in which Joseph Morrow alone was plaintiff, and Walters was defendant. The counsel now made a case stated of it, and submitted the facts to the Court in the nature of a special verdict.
The articles of agreement 'were as follows : ■ Ann Morrow had a son by her former husband, named Bichard Jackson, aged sixteen years on the 22d day of October,
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1854, whom the said Joseph Morrow and Ann his wife placed with the said Jacob Walters, on the 1st day of April, 1855, to learn the art and trade of coachsmithing, after the manner of an apprentice. The said Richard to stay with the said Walters, and serve him faithfully after the manner of an apprentice, and not absent himself from said Walters’s employ without his consent, until he should arrive to the age of twenty-one years. Walters to pay Morrow and wife, whilst he so remained in his employment, thirty dollars per annum, payable quarterly, for clothing, &c. Walters to allow Morrow and wife, for his boarding, washing, and mending, two dollars and a quarter per week, during said term; the first year’s boarding to remain in the hands of Walters (say $117) until the end of said term, when if he served out his term until he should arrive to the age of twenty-one years, faithfully, as a good and dutiful apprentice ought to do, Walters was to pay to the said Joseph Morrow and Ann his wife, or to the survivor of them, or if neither of them should then be living, then to the said Richard himself, the said sum of $117, aforesaid; otherwise the same to be forfeited 'to the said Walters, and to be retained by him as liquidated damages therefor; and at the end,of the first year the said Walters agreed to give security for the said first year’s boarding, to be paid upon the fulfilment of the conditions aforesaid, at the end of said term. And it was further agreed between the said parties, that in case of the sickness of said Richard in the meanwhile, Walters should pay his board and yearly allowance, and the parties of the first part should pay for his nursing and his doctor’s bills. And the said Walters agreed to use the best of his endeavors to teach, or cause to be taught, said apprentice the art, trade and mystery of coachsmithing as aforesaid; the said Richard Jackson obeying all lawful commands of said Walters, and not' absenting himself from his employ without his permission.
Under the said agreement, the said.Richard Jackson entered into the service of the said Walters on the 1st day
p. 530The contract of the parties was rescinded by the removal of the defendant. All the parties concerned resided in the city of Wilmington when the articles of agreement were entered into, and it was their expectation and intention that the covenants contained in them should be performed in the State. The language
of April, 1855, and continued to work for and serve Mm, according to the terms and conditions of it, until the 1st day of December, 1856, and was ready and willing to remain with and serve him until he should attain his majority; but on or about the time last mentioned, the said Walters removed his business out of the State to the city of Baltimore, in the State of Maryland. He offered, however, to take the said Richard with him to the latter place, to which he had removed his said business of coachsrpithing, and where he has ever since continued to carry on the same, of which the said Richard and the said Morrow had due notice; but the said Richard had refused to accompany and go with him to the city of Baltimore, although requested by him to do so; and that the said Walters, up to the said 1st day of December, 1856, had complied with all the covenants which by the terms of the said agreement were to be performed on his part, and has been ready find willing to perform, in the city of Baltimore, all the remaining stipulations thereof to be performed by him. And that the said Richard boarded and lodged with the said Morrow and his wife, from the 1st day of April, 1855, to the 1st day of December, 1856; but the said Walters had refused'to pay the said Morrow the sum agreed upon for his board and lodging, for the first year of his said service. If the Court should be of opinion that the pláintiff below was entitled to recover for the said board and lodging of the said Richard, for the first year of his said service, from the defendant below, then judgment to be entered for $82, with interest from the 8th day of December, 1856, and costs; otherwise judgment -to be rendered for the defendant below. ,
L. E. Wales, for the plaintiff:
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employed and the acts of the parties show conclusively that such was their intention. In the first place, the caption of the agreement, which recites that it is made between the parties of the first part, of the city of Wilmington, and the party of the second part of the same place, shows that they each had then a fixed residence there, and indicates that it was their understanding that the contract was to be performed in the State. But further; the hoy was placed with the defendant to learn the trade of coachsmithing, after the manner of an apprentice—that is to say, an indentured apprentice—and was to serve the defendant faithfully, after the manner of an apprentice; and by another stipulation the defendant agreed to teach “ the said apprentice” the art, trade, &c. The boy was, therefore, considered in the light or character of an indentured apprentice, although not formally so according to the statute, in relation to the manner of his service, and the place where his services as such were to be rendered; and it is a rule of legal construction, that covenants shall be so' expounded as to carry into effect the intention of the parties. Platt on Cov. 136. The agreement must also be construed with reference to the provisions of the statute on the subject of masters and apprentices, otherwise the phrases, “ after the manner of an apprentice,” and the “ said apprentice,” can have no definite meaning. But the construction contended for on the other side, whilst it would give the defendant greater rights and privileges as a master than the law allows, it would abridge the legal rights of the boy as an apprentice; for the statute forbids,and prohibits the master from taking a legally and formally indentured apprentice out of the State, except in the special cases and in the mode provided for in it. Rev. Code, 247. But if this is not the proper construction, then the articles of agreement are void, because it is a binding of an apprentice not in conformity with the mode prescribed and required by the law, and because it is an evasion, or an attempt to contravene the provisions of a legislative enactment. Platt on Cov. 581.
p. 532It is necessary for a correct understanding of this case, that the character and effect of the articles of agreement should be clearly ascertained. That this agreement effected a binding of the minor in conformity with the provisions of the statute, in regard to apprentices and servants, cannot be seriously maintained. It contains no stipulations for the education of the minor, nor for his direct support and clothing, nor for his freedom dues; nor does the approbation of a justice of the peace appear to have been obtained. It is, therefore, deficient in almost every essential ingredient of a valid indenture of apprenticeship. One objection taken on the other side, however, is that it is void for this reason, and because by the terms of the agreement the minor was to serve the defendant after the manner of an apprentice; and the latter is to teach the said apprentice the art, trade, and mystery of coachsmithing. For these clauses,'it is contended, have no definite meaning without the aid of the statute, to which reference must be had. But to this it may be answered, that the term apprentice applied to the minor in the articles of agreement is susceptible of two meanings. Its derivative and literal signification -imports any one learning, or gaining elementary knowledge in any science or art, whilst with us its "most usual application is to a minor bound to service under the forms of law. In the present instance it may have been employed in the former sense, and not with the understanding that the relation in which he stood to the defendant was to impose upon him the labors and responsibilities, and what has top often proved the galling servitude of an indentured apprentice. As to the terms, that he was to serve the defendant faithfully after the manner of an apprentice, they negative the idea that he was to be considered as his actual apprentice, since if" such had been the intention of the parties, they would have made him such at once according to the forms of the statute, without resorting to this equivocal method of making him so substantially, although not so formally. But to show that the boy Richard Jackson
McCaulley, for the defendant:
p. 533was not an apprentice in any such sense as has been contended for on the other side, it is only necessary to observe that he was not himself bound by any of the stipulations contained in the agreement, nor was he charged with the performance of any of its covenants. The contract, proprio vigore, conveyed to him no .benefits, and imposed upon him no obligations; and so far ás he was individually concerned, his compliance with its terms and conditions was entirely optiqnal and voluntary on his part. If such had been the understanding and design of the parties, instead of resorting to this method of accomplishing their purposes, they would have at once adopted the usual mode of binding the minor by a public and official act, instead of a private agreement between the parties; that is to say, by a regular and authenticated indenture of apprenticeship, as prescribed by the statute. This agreement therefore is nothing more than a mere private contract between the parties to it, and is to be interpreted and construed like any other contract of that nature, according to the rules and principles of the common law applicable to such cases, and without any reference whatever to the provisions of the statute referred to. It was made without reference to the statute, and must be construed without any aid or qualification derived from it. Covenants are to be so expounded as to carry into effect the intention of the parties, and this intention is not to be collected from the language of a single clause, but the exposition must be upon the whole instrument. Platt on Cov. 136. Applying this rule in the present case and carefully reviewing the articles of agreement, where do we find in any of its terms, taken either separately or collectively, any sanction or warrant for the objection raised on the other side, that the contract was rescinded by the removal of the defendant and the change of his place of business from Wilmington to Baltimore, notwithstanding his readiness and willingness to meet all the obligations imposed upon him by the agreement, is admitted. The argument on this point, however, proves too much; for, if sound, it
p. 534would more properly confine and restrict the entire performance of the contract on both sides to the city of Wilmington than to the limits of the State. But what is there in the contract, either to warrant or require such a construction as this ? If súch was the intention of the parties, why was it not so expressed in the articles of agreement ? It is general and not special, or limited as to the place of its performance, and if it was intended by the parties to. be otherwise, it was clearly necessary and incumbent upon them that they should have so expressed and agreed upon it between themselves. As they have not done so, such a-construction cannot be supplied by conjecture, or implication merely; for on this point the contract must speak for itself, and on this point it is wholly silent and says nothing. It will not do to say that the point was overlooked, for such an inadvertence would not exempt either party from their legal obligations and responsibilities under the express terms of the contract. Chit. on Contr. 567; Atkinson v. Ritchie, 10 East, 533; Hadley v. Clark, 8 T. R. 259. One is discharged from his own agreement by any act of the other party which renders it impossible for him to perform his engagement. Chit. on Contr. 570. It must be impossibility, not difficulty merely, that will exonerate such a party from performance on his part. Add. on Contr. 342; Platt on Cov. 594. There is, nothing in the objection that the agreement is void under the statute in relation to apprentices and servants. Because such a contract as this, made between parties competent and willing to contract about a matter which is neither discouraged nor prohibited by statute, is valid and binding on the parties everywhere. It does not contravene any provision of the statute in question, and does not attempt to evade the law, for there is no secrecy, fraud, or vice in it, as evasion implies. It is therefore valid and must be so considered by the Court. It is admitted, by implication at least, on the other side, that if it was the intention of
L. E. Wales, in reply:
p. 535the parties to the agreement that it should he executed here, it was rescinded by the removal of the defendant from the State. The question therefore is as to the intention of the parties on this point, which I admit is to be gathered from the whole contract. But I contend that the usual meaning and common acceptation of the terms employed, must be adopted in the interpretation of it, and when the expressions used—such as to “ stay with the said Walters until he arrives to the age of twenty-one years,” and “ to serve him after the manner of an apprentice,” “ as a good and dutiful apprentice ought to do,” &c.—have a relative signification, as in this case, to something else; they must be so understood and interpreted in the construction of the contract and in determining the meaning of the parties to it. And it was for this reason I contended in my opening that this contract could not be correctly expounded, or any definite meaning assigned to several of the most important and significant phrases employed in it, without referring to the statute before cited in regard to apprentices and servants. Such being the case, what then do these phrases import on the question now before the Court ? Do they not clearly signify that in this, as in all other respects, the said minor was to serve the said Walters, and to be taught by him the trade referred to as an apprentice? But what kind of an apprentice? Why, clearly, a regularly indentured apprentice, according to the forms of the statute. Bor if it does not mean that, it means nothing; and it must have been well known to the parties that according to custom and usage, as well as by a positive provision of the statute thus referred to, the service of an apprentice is restricted to the State, and such must have been their understanding and intention, thopgh not expressed, with reference to the service of this boy after the manner of an apprentice, or as an apprentice, in other words, when this agreement was entered into between them. It cannot be'supposed that either of the parties at that time contemplated or designed that he was to be taken out of the State to a distant city, among entire strangers
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and far away from the home and residence of his parents; and who, of course, were not bound to follow him, if indeed they were able. On the contrary, the contract was made with reference, at the time, to the means, condition, position, and residence of the parties, by implication at least, as much so as if they had been expressly stated, and no just and reasonable construction can be given to it, without so understanding it. But according to the meaning contended for on the other side, it was competent for "the defendant to take the boy anywhere and everywhere he chose, without any one to care for him, or to look after his conduct or morals, for, by the agreement, it will'be observed, he assumes no such obligation upon himself. Because it is manifest that his only object was to secure to himself the benefit of his work, labor, and services, without incurring any such responsibility, and which always devolves upon the master of a regularly-indentured apprentice. Will the Court sanction such a pernicious example, and establish a precedent that may lead to such unfortunate results ? Is not this agreement therefore void as contravening both the letter and the policy of the statute, and as essentially and substantially a binding not in conformity with its requirements ? If it is not an evasion, or an attempt to evade its provisions, it would be difficult to conceive what would constitute an evasion of either the letter or the spirit of it.
announced the decision of the Court.'
The articles of agreement in this case being nothing more than a. private contract inter f artes, without any statutory provision or regulation in regard to it, apparently designed and adopted as a substitution, by arrangement and agreement between the parties, for a formal indenture of apprenticeship under the statute, it should be construed like any other contract in writing between parties, according to its sense and meaning, as the same is to be derived from the terms employed in it and collected from the whole instrument; and it is a well-settled rule of law that.
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every agreement must have a reasonable construction according to the intent and object of the parties at the time of entering into it, in order to effectuate, rather than to defeat that object and intention. The design and object of the present contract was to have the boy, Richard Jackson, taught the art and trade of coachsmithing, and for this purpose the parties to it, instead of resorting to the usual and better method of binding him as an apprentice according to the forms of the statute, entered into a private and written agreement for the purpose, by which it was covenanted, among other things, by the parties of the first part, that he should stay with the party of the second part and serve him faithfully after the manner of an apprentice, until he should arrive to the age of twenty-one years, being then about sixteen years old; and by the party of the second part that he would teach him, or cause him to be taught, the art and trade before mentioned, and that he would pay the parties of the first part, whilst he remained with him, thirty dollars per annum, for his clothing, and would also allow them for his boarding, washing, and mending (the amount due for the first year, $117, to be retained and paid as provided for in the contract), the sum of two dollars and twenty-five cents per week during the said term of service.' At the time of executing the contract, all the parties were residing in Wilmington as citizens of one and the same place, and sufficiently near and convenient to each other to carry out this part of the agreement on both sides, without serious inconvenience to each other, or any greater expense, perhaps, to the parties of the first part, than the sums above stated. One of the main objects and motives of the defendant in entering into the agreement, probably, was to avoid the necessity of taking the boy into his own family and of assuming that personal care, charge, and control of him, as well as the more stringent and imperative duties and obligations which result from a regular indenture of apprenticeship, and are imposed by it upon the master. As the boy was at that time living in the family of his parents,
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and the parties were all residing in the city, of Wilmington, the defendant there established in his trade and business of coachmaking or coachsmithing, and the parties of the first part there permanently settled by anticipation for the ensuing five years at least, it is not only fair to presume, under all these circumstances and from the fact that neither party saw proper to insert in the contract any stipulation or covenant in regard to a change of residence, or any change in their relation to each other in this respect in the meanwhile, that it was at that time the expectation and design of both parties, that they would so continue to reside convenient to each other, and that the boy should continue to live in the family of, and be lodged and boarded by his parents, or where they at least might have, without the necessity of removing from the State and changing their residence to another and distant city, at the will and pleasure of the defendant solely, the personal care, supervision, charge, and control over him, and the provision and supply of such necessaries as were stipulated for him in the contract, at the prices stated, during his term of service. It was probably in consideration of these facts and the expectation and understanding just stated, that they agreed to clothe him for the sum of thirty dollars per year, and furnish his board, lodging, washing and mending for the further sum of two dollars and a quarter per week. It was therefore but a reasonable construction of this portion of the contract to conclude that such was the understanding and intention, as well as the expectation of the parties at the time when the agreement was entered into; for it was strongly if not irresistibly implied from the facts and circumstances before referred to. The language of the covenant on this point, when fairly interpreted, also imported the same. It is, that “ the said Waltérs is to allow the parties of the first part for the boarding, washing, and mending, of the said Richard, the sum,” &e. He was then living and lodging in their family, and as no provision is made for the future removal of the defendant or the minor from .the State, or for boarding him elsewhere, the terms
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naturally imply and must be understood to mean that it was the intention of the parties that he should continue in the family of his parents at the price agreed upon.
Such being the construction to be placed on this part of the agreement, the only part involved in the present controversy, and the covenants alluded to being reciprocal or dependent covenants, and such being the contract, understanding, and arrangement between the parties on this point, it was clearly incompetent for either party to put it óút of the power of the-other, without his consent, to perform his part of the contract in this or any other respect, or to deprive him of any profit, benefit, advantage, or gratification which would or might justly accrue to him from his performance of it; and it was, therefore, not allowable, nor in accordance with the obvious design of the parties, for the defendant, when by his own voluntary act he transferred his place of business beyond the limits of the State, and removed from the city of Wilmington to the city of Baltimore, to insist on removing the minor with him, without the consent of the plaintiff', far away from the society of his family, and beyond their personal care, control, and supervision, to be lodged and boarded among strangers, and to deprive them of whatever benefit, advantage, or gratification might accrue to them from having him to remain with them during his term of service. To have done this would have involved, we think, a clear infraction of the agreement and intention of the parties at the time when the contract was entered into, and that he had no right to insist upon it. And as he had thus, by his own voluntary act and by his removal beyond the limits of the State, without the consent of the plaintiff, put it both out of his own power and out of the power of the parties of the second part to perform their respective covenants and agreement in this respect, judgment must be entered .against him, in favor of the plaintiff, for the sum ascertained by the agreement of the counsel, and submitted in the case stated, with costs, &c.