
    Edmund L. Baylies, as Trustee under the Last Will and Testament of Herman C. Le Roy, Deceased, Respondent, v. The Automatic Fire Alarm Company, Appellant.
    
      Contract to install automatic sprinklers—obligation created by a provision in the specifications as to .the annual cost of connecting them, with a central station — construction of a unilateral contract.
    
    A fire alarm company entered into a contract with the owner of a building to equip it with a system of automatic sprinklers and to connect the alarm system in said building with the central station of the fire alarm company for one year. Added to the specifications for the work, which were signed by the fire alarm company alone, was the following clause: “It is further understood that if you desire us to maintain the Alarm System connection to our Central Station longer than one year, we will do so at an annual expense to you of thirty-five dollars per year.”
    Connection with the central office was no part of the sprinkler system, but was a separate and distinct device.
    
      Held, that the clause quoted did not bind the fire alarm company to furnish the connection with its central office at the rate of thirty-five dollars a year as long as the owner of the building desired, but was a mere statement of the practice and intention of the fire alarm company in reference to furnishing the service and did not prevent it from thereafter modifying or withdrawing the privilege.
    In order that a contract shall be interpreted to be perpetually obligatory upon one side, when there is no obligation whatever upon the other side, the language must be clear and convincing.
    Appeal by the defendant, the Automatic Fire Alarm Company, from a judgment of the Supreme Court in favor of the plaintiff, entered in the office of the clerk of the county of Hew York on the 28th day of June, 1901, upon the decision of the court, rendered after a trial at the Hew York Special Term, decreeing that the defendant maintain the electric alarm connection between the defendant’s central office and the building Ho. 26 Beekman street, both in the city of Hew York, as long as the plaintiff pays to the defendant the sum of thirty-five dollars a-year therefore
    
      Elijah S. Cowles, for the appellant.
    
      Edward Harding, for the respondent.
   Van Brunt, P. J.:

This action was commenced to compel the specific performance ■ of an alleged contract between the plaintiff’s predecessor and the defendant, decreeing that the defendant maintain an electrical alarm connection, as then maintained, between the defendant’s central office and the building Ho. 26 Beekman street, both in the city of Hew York, as long as the plaintiff pays to the defendant thirty-five dollars a year for the maintenance of such connection. The facts as they appeared upon the trial were substantially as follows : On the 25th of January, 1889, a contract was made by one Elizabeth A. Le Roy, the plaintiff’s predecessor, as trustee under the last will and testament of Herman O. Le Roy, deceased, and the defendant corporation, by which, for a consideration of $2,000, the defendant agreed to equip the building Ho. 26 Beekman street, then owned by said Le Roy as such trustee, with a system of Grinnell Sensitive Automatic Sprinklers, and to connect the alarm system from said building with the central station of the defendant for one year. This contract was signed by the defendant and by said Le Roy as trustee. Attached to said contract were specifications of work, signed only by the defendant, to which specifications was added the following clause : “It is further tmderstood that if you desire us to maintain the Alarm System connection to our Central Station longer than one year, we will do so at an annual expense to you of thirty-five dollars per year.”

The sprinkler in question was installed and the connection with the central station was maintained by the defendant until the. 1st of May, 1900, at the request of the plaintiff, who paid after the first year thirty-five dollars a year therefor. It further appears from the evidence that connection with the central office was no part of the sprinkler system, but was a separate and distinct device. The defendant refused- to continue the service of connection with the central station after the 1st of May, 1900, at the rate of thirty-five dollars a year, claiming that in consequence of the law requiring the removal of all overhead wires the company was unable, by reason of the additional expense, to furnish this service at the price named. The plaintiff claims, however, that the paragraph in question constituted a contract between the defendant and the plaintiff by which the defendant was bound to furnish this connection at the rate of thirty-five dollars a year during the plaintiff’s, pleasure.

It is to be observed that there was no obligation whatever upon the part of the plaintiff to maintain this connection and to pay thirty-five dollars a year for a single moment after the expiration of the first contract, and that he can discontinue it at any time when he sees fit. In other words, so far as the maintenance of this service is concerned, the contract between the parties is entirely unilateral — obligation upon the one part and none upon the other. We do not think that any construction can be put upon this paragraph which would forever compel the defendant to the maintenance of this connection. The sprinkler system was entirely complete without the connection with the central station. That was a mere additional precaution for which, after the first year, the plaintiff had agreed to pay the additional price so long as he was furnished by. the defendant at his request with the service. The paragraph in question was a mere statement of what the defendant’s price was for the service. It formed no part of the contract of installation. It was a mere inducing statement as to what the defendant’s practice was in reference to the maintenance of this additional connection. It clearly was not an agreement upon the part of the defendant that it would be bound forever to furnish this connection, no matter at what cost it might be put to maintain it; and it is difficult to see how the plaintiff could have understood that the defendant was under an obligation to him while he was under no obligation to it.

It seems to us that in order that a contract shall be interpreted to be perpetually obligatory upon one side, where there is no obliga'tion whatever upon the other, the language must be clear and convincing. It may undoubtedly have been the expectation of both parties that this service would continue. But it is perfectly apparent that the paragraph. under consideration was a mere statement of what the intentions of the defendant were in regard to the cost of keeping up this central connection in the future. It was in no way of such a character that the defendant had not the right' to alter its terms or to withdraw the privilege; and it cannot be otherwise construed than as a mere statement of the terms upon which it expected in the future to be able to furnish this service. Such being the conditions, they were far from binding the defendant to a perpetual contract in respect to which the plaintiff was under no obligation whatever.

We think, therefore, that the judgment of the court below was erroneous and should be reversed and a new trial ordered, with costs to the appellant to abide the event.

Patterson, O’Brien and Laughlin, JJ., concurred.

Judgment reversed, new trial ordered, costs to appellant to abide event.  