explaining that “courts are bound to say that the parties intended what the written instrument plainly declares” and “cannot read into contracts language which will add to or take away from the meaning of the words already contained therein” (internal quotation marks omitted)
How later courts described this case
- explaining that “courts are bound to say that the parties intended what the written instrument plainly declares” and “cannot read into contracts language which will add to or take away from the meaning of the words already contained therein” (internal quotation marks omitted)
- finding that the polestar for the construction of a contract is the intent of the contracting parties as expressed by them in the words they have used
- stating that whether a term is ambiguous is a question of law for the court to decide
- stating that ambiguity in a contract is a question of law
Written by the judges who cited it.
The opinion
CARRICO, C.J.,
dissenting.
I would affirm the judgment of the trial court. In the first place, I do not agree with the majority’s finding that the contract in question does not require the purchaser to give security for payment of the balance of the purchase price. I think the term “financing,” as used in the contract, imports an obligation to provide security. Indeed, the purchaser states on brief that “the use of the term ‘financing’ implies that some sort of security will be used at closing,” and he cites a treatise as authority for the statement. Furthermore, the purchaser conceded in the trial court that the contract required him to give security in the form of a lien on the property covered by the contract.
Beyond this point, however, the contract is incomplete and indefinite, and the parties are in hopeless disagreement, with respect to such critical matters as type of security, partial releases, subordination, substitution of collateral, and prepayment. The purchaser says that these are matters to be “settled at closing.” But where, as here, a court is called upon to resolve a contract dispute and it is apparent that the minds of the parties have never met on essential provisions, the only course is to hold the contract unenforceable. The trial court followed that course, and this court should affirm.
COCHRAN, J., joins in this dissent.