
    SALVADOR VIETA PUIG v. SOCIÉTÉ ANONYME DES SUCRERIES DE SAINT JEAN.
    San Juan,
    Law,
    No. 1182.
    CONSTRUCTION OF CONTRACT.
    Contract — Spanish. Words.
    ■ 1. It is for the court to construe the meaning of á contract, and this is true whether the contract be in English or Spanish. In the latter case the court is assisted by the official interpreter.
    Same — Court and Jury.
    2. Where a party does not impeach the correctness of the official translator, and the court agreed with the interpretation of the translator, there is no question for the jury.
    Contract — Collateral Clause.
    3. Where a contract is for a certain price for cane and this is carried out, it does not invalidate the contract that it contains a clause for having the central accept cane below standard at a price it thinks proper to pay, when that price is shown to be proper under the circumstances.
    Misconstruction — Error without Injury.
    4. Even if there was any misconstruction of the words of one contract, it could not be taken advantage of by a party who has another contract.
    Plaintiffs Case — Rebuttal.
    5. In a suit to recover the value of cane furnished under a contract, the plaintiff must prove on his--main case that it was up to standard, and cannot wait for rebuttal to show this fact for the first time.
    Complicated Account — Equity.
    6. The equitable remedy for account lies where a court of law is incompetent to examine the account nisi prius with necessary accuracy.
    
      Executed Contract — Not Attacked after Carried Out.
    7. Where a contract for the furnishing of cane is carried out and the dispute is only as to the value of what is furnished, the whole contract cannot afterwards be attacked as invalid.
    Opinion filed May 4, 1918.
    
      Mr. H. B. Francis for plaintiff.
    
      Mr. H. G. Molina for defendant.
   HamiltoN, Judge,

delivered tbe following opinion:

Tbe trial of tbis case consumed a week, going to tbe jury at 12 o’clock at nigbt. Tbe grounds set up in tbe motion for a new trial are thirty-seven in number, but many relate to different rulings on tbe same principle.

1. It is urged that tbe court erred in declining to receive tbe evidence of Manuel Fernandez Juncos, librarian of the Car-megie Library, as to tbe meaning of tbe Spanish words, “admit-irlas con la reducción que estime oportuno hacer,” in tbe contract sued on. In 1 Cbamberlayne, Ev. § 133, it is declared 'that where tbe terms of tbe document are vague, technical, in a foreign language, or tbe like, evidence may be introduced before tbe jury as to its meaning, and a conflict of testimony will be settled by tbe jury. Tbe meaning of tbe writing is for the judge, who will use all facts as determined by tbe jury. As the law creating tbis court provides that its proceedings shall he in English, it may be that for some purposes Spanish is to be considered as a foreign language, but the principle cannot foe held to apply in its entirety, inasmuch as Spanish is almost the universal language of Porto Pico and every one is more or loss acquainted with it. Tbe official interpreter translated tbe expression as wbat it “thinks fit to do;” and tbe argument;, wbicb is tbe básis of tbe case of tbe plaintiff, is tbat tbis left tbe performance of tbis part of tbe contract to one party, and therefore under Civil Code, § 1223, it became a unilateral and hence void contract. Tbe discussion at tbis time was solely upon tbe word “oportuno,” and tbe actual construction placed on tbe phrase by tbe parties as proved to tbe jury seemed to tbe court and tbe jury to show tbat tbe meaning was “reasonable.” However, later in tbe case, before it went to tbe jury, attention was called to tbe word “estime,” whereupon tbe court adopted tbe translation of tbe official interpreter, and held tbat tbe meaning was “with reduction wbicb it things proper to make.” Upon all tbe evidence, however, it seemed beyond dispute tbat under tbe contemporaneous construction of the parties tbe reduction made was “reasonable,” and under Civil Code, § 1249, “in order to judge as to tbe intention of the contracting parties, attention must principally be paid to their acts, contemporaneous and subsequent to tbe contract.” [Compilation 1911, § 4355.]

If tbe court, therefore, committed any error in its first interpretation of tbe word “oportuno,” it was corrected before tbe case went to tbe jury in such a manner as to agree with tbat of tbe interpreter. On either view of tbe situation it was unnecessary to have expert testimony.

Tbe court, moreover, is not willing to admit tbat under such circumstances tbe question of meaning of words is one to be determined by tbe jury. Tbe general rule is tbat tbe court is to construe tbe words of a contract, getting at tbe meaning if necessary from expert or any other testimony. The offer of experts as made was only for jury use. If the words are ambiguous, the circumstances under which the contract was entered into and carried out are admissible in the proof to go to the jury. That was done in the case at bar.

2. As to how far the court is bound by the construction of the official interpreter, Chamberlayne is quoted, § 353, as saying that the probative effect of the interpretation when questioned by a party is determined by the jury, and that therefore the court in this case usurped functions of the jury. Whatever be the merit of this contention in the abstract, the party in question, the plaintiff, did not attempt to impeach the translator’s correctness, nor was he prevented from doing so, and so the point raised is not apposite to this particular case. The court, moreover, when the whole clause instead of one word was pointed out, agreed with the interpretation of the official translator and of the plaintiff.

3. The clause in question was not the gist of the contract. The contract was for grinding cane of 80 per cent purity, and as to 80 per cent cane there was no contest. The clause in question was not á condition precedent, but an individual proviso as to what the central might do with cane delivered which was below 80 per cent purity. The central was not required to take any such cane. The proviso should properly be construed as for the benefit of the colono. In other words, if the colono brought cane to the central helow the contract grade, the central could refuse to take it, and -in such case the cane would be a dead loss. To obviate this the contract had a proviso that if this happened the central could “accept it with the reduction which it thought proper to make.” If this was left entirely to tbe central, it cannot be said to avoid tbe contract, and no reason appears wby tbis exceptional state of facts should not be left to tbe discretion of tbe central. Tbe colono ex bypotbesi was at fault in bringing cane wbicb could not be used, and any price would be that much gained by bim.

In point of fact, tbe practice of tbe central was to use tbis cane at a price wbicb a jury might well infer from tbe evidence was fair, and if tbis was true the present contention in any event would be immaterial. If tbe colono (1) got all that be contracted for from standard cane, wbicb is not disputed, and (2) got a proper price for what tbe central took in order to help out tbe colono, be could in no event get anything more, and any technical error in tbe admission of testimony or otherwise would be at most error without injury. Errors may quite possibly happen in tbe course of a long trial, but if they bring no injury it is a waste of time to consider them.

Moreover, the practical result of tbe plaintiff’s contention would be that, if tbe central accepted tbe unripe cane, it would' have to treat it as ripe, and pay tbe same price for all grades, wbicb under one phase of tbe evidence at least would be oper-' ating tbe plant at a loss. Such a construction of tbe contract cannot be correct. Contracts are to be construed so as to carry out their intention, — in tbis case to sell cane suitable for grinding into sugar, — and not so as to render them meaningless or worse. Civil Code, § 1251.

4. Tbe contract of Manrique is different from tbe others, in that, by agreement, tbis clause was changed so as to call for a new agreement as to unripe cane. He, therefore, is not injured by tbe misconstruction of other words, if there was any misconstruction, and, on tbe other band, got tbe full benefit of all evidence as to what was a proper price for cane under the circumstances. Whether the decision of the jury was right or wrong, it is at least conclusive, because they had the necessary facts before them.

5. The court ruled that the plaintiff need only show the delivery of the cane, and that thereupon it would be presumed that the cane was up to standard unless the defendant showed otherwise. The defendant, however, introduced evidence to show how much was not up to standard, that is to say, was below 80 per cent purity, and what at least might have been a fair way of getting at the proper price for this cane under the proviso in the contract. This was by boohs and other testimony. On the rebuttal the court declined to let the plaintiff prove that certain cars had stood upon the sidetracks a number of days and hence might have deteriorated. It would seem that this was a part of the plaintiff’s main case. It was the plaintiff’s duty to prove his case, that is to say, what he delivered and what price he ought to have received for it. If he wished to rely upon the presumption that the cane was all up to standard, he had a right to do so; but if the defendant showed that it was not, and he questioned it even on cross-examination of the plaintiff’s witnesses, it is difficult to see how the plaintiff could leave the matter for rebuttal at the end of the case by showing that it was up to standard. The general testimony offered, that cane might deteriorate, moreover was not definite enough for any purpose.

6. Enough has been said to dispose of the motion for a new trial, but another consideration should be taken into account. The complaint as filed shows a number of contracts or 'items in favor of the plaintiff and running by assignment or otherwise against the defendant. It amounted to a claim made up of several items. Upon the trial it became evident that each of these items was an independent contract, made, except the first, by the defendant with other parties than the plaintiff and afterwards assigned to the plaintiff; each contract being, on the one side, for the supply, and, on the other, for the grinding of cane of 80 per cent purity, with a proviso as to cane below standard. All the contracts were in writing, with one exception. Furthermore, the evidence developed that each transaction, quite apart from the assignment, involved a number of details and cross claims if not cross accounts. After the fourth claim had been entered upon, the defendant made a motion to dismiss the case because showing a complicated account improper for a jury trial, and to be handled only upon the equity side of the court. The court granted the motion so as to cut off other evidence, and the case proceeded upon the four claims already more or less developed; the court stating that if the point had been raised earlier it would have been sustained as to claims not yet presented. The court is still of the same opinion, and if a new trial is granted it could only be of the first claim triable under the complaint, if indeed each one of the claims is not properly to be considered as in its nature so complicated as to require a trial by equity rather than jury methods. The English rule is that the equitable remedy applies where the court of law would be incompetent to examine the account nisi prius with the necessary accuracy. If it is doubtful whether adequate relief could be had at law, equity should take jurisdiction. Pom. Eq. Tur. § 1421, notes.

7. The result of the whole discussion seems to be that the plaintiff was relying upon the legal proposition that the proviso in tbe contract was void because one sided; and that, therefore, the defendant should pay full price for everything that he accepted, even though a part was accepted by agreement solely under the proviso. This has been discussed, and it is sufficient to add that whatever might be the case in regard to the contract before it was executed, it cannot be attacked after it is fully carried out. Both plaintiff and defendant handled the cane below standard, on the theory that proper compensation would be made under the criticized clause, and the jury came to the conclusion that proper compensation had been made. The famous provision, § 1245 of the Civil Code, coming down from the Ordenamiento de Alcala, is that “contracts shall be binding, whatever may be the form in which they may have been executed, provided the essential conditions required for their validity exist” [Compilation 1911, § 4351], and these conditions are set out in § 1228 of the Civil Cide, as follows:

“There is no contract unless the following requisites exist: 1. The consent of the contracting parties. 2. A definite object which may be the subject of the contract. 3. The cause for the obligation which may be established.” [Compilation 1911, § 4334.]

If the words appear contrary to the evident intention of the contracting parties, the intention shall prevail. § 1248.

There would seem, therefore, to be no ground for a new trial, and the motion is denied.

It is so ordered.  