Schwartz v. Hyman — 12 N.Y. St. Rep. 478

Majority

p. 478

Solomon M. Schwartz et al., App’lts, v. Joseph Hyman, Resp’t.^[1]

(Court of Appeals,

Filed November 20, 1887.)

Headnote

1. Guaranty—Construction of.

The defendant wrote, February 15, 1879, to the plaintiffs a letter, of which the material portion was: “You will be kind enough to send Jacob Posner a full line of samples, of course suitable for spring and summer, at the lowest figures. And I will guaranty the payment of any goods-you may sell him. _ Hoping you will comply with my request -and attend to it at once, you will oblige.” The plaintiff complied with the request in. said letter and sold Posner goods each year thereafter, including 1882, which were paid for. Afterwards goods were sold and delivered to him in 1883, which were not paid for. Held, that these last sales were not covered by the guaranty; that the letter did not constitute a continuing guaranty; that it was intended to refer to but one transaction.

2. Same—Rule of construction.

The language of such a guaranty should be interpreted with a view of reaching the intention of the parties thereto, and while the guarantor should be held to every obligation fairly and reasonably embraced within the language which he used, his language should not be strained beyond its obvious meaning for the purpose of enlarging his liability.

Appeal from a judgment of the supreme court, general term, first department, affirming a judgment in favor of defendant entered on an order non-suiting the plaintiff.

Blumenstiel & Hirsch, for app’lts: Wm. N. Cohen, for resp’t.

This action was brought upon the following guaranty:

“Des Moines, February 15, 1879. “Messrs. Schwartz & Jerowski:

“ Gentlemen and Friends—This will inform you that the-co-partnership between Weinstock & Posner will be dissolved by the 1st of March, 1879. You will be kind enough to send Jacob Posner a full line of samples, of course suitable for spring and summer, at the lowest figures. And I will guarantee the payment of any goods-you may sell him. Hoping you will comply with my request and attend to it at once, you will oblige,

“Your friend, JOSEPH HYMAN.

“ Of the firm of Goldman & Hyman.”

The defendant and Posner were brothers-in-law and both lived at Des Moines. In accordance with this letter a line-of samples was sent to Posner, and he subsequently ordered goods of the plaintiff. They sold him goods in March, 1879; in May, 1879; August, 1880; February and October, 1881; and in February and November, 1882. All these goods-were paid for, and between August 9, 1883, and November-

p. 479

12, 1883, they sold and delivered to him other goods which were not paid for, and then this action was commenced to recover the price of such goods upon his guaranty. The courts below held that the last sales were not covered by the guaranty and we are of the same opinion.

The defendant’s letter, ,we think, did not constitute a continuing guaranty. It was a request that the plaintiffs-would send Posner a full line of samples of their goods-suitable for spring and summer. That evidently referred to but one transaction, and not to a number of transactions that might run through a series of years. And the phrase that the defendant would “guarantee the payment of any goods which you may sell him,” had reference, we think, to the goods which might be ordered from the samples which they were requested to send. The further language expressing the hope that the plaintiffs would comply with the request and attend to it at once, tends to show that but-a single transaction was in the contemplation of the guarantor.

While the construction of this letter is not entirely free from doubt we think the most obvious, reasonable and natural construction of the language used is that which we have thus given. Very little, if any, aid for the construction of this guaranty can be derived from reported cases. The general rule recognized by all the authorities is that the-language of such a guaranty should be interpreted with a view of reaching the intention of the parties thereto, and that while the guarantor should be held to every obligation fairly and reasonably embraced within the language which he used, his language should not be strained beyond its obvious meaning for the purpose of enlarging his liability. Rindge v. Judson, 24 N. Y., 64 ; White’s Bank v. Myles, 73 id., 335; Evansville Nat. Bank v. Kaufmann, 93 id., 273.

The construction of such a guaranty must always be largely influenced by the precise language used, viewed in the light of the circumstances attending its execution; and giving full effect to all the language thus-viewed, we think, the plaintiff was properly non-suited.

The judgment should be affirmed.

All concur, except Rapajxo, J., absent.