An appeal was taken from such order to this court and the order appealed from was here affirmed. Langer v. Stegerwald Lumber Co. (1951), 259 Wis. 189, 47 N.W.2d 734. On this second appeal the defendant maintains that the testimony of the parties clearly establishes that the option was not intended by the parties to be an absolute option, but only an option to protect the plaintiff in the event of sale of the property by the defendant. However, the defendant is precluded by the rule of the " law of the case" from now again raising the issue that the option was not absolute, but conditional.
In ascertaining what the duty of good faith requires, it is important to discern the contract's spirit or purpose. "The general rule of interpretation of a contract is to determine the intent from the instrument as a whole and not necessarily from isolated or particular parts thereof." Carey v. Rathman, 200 N.W.2d 591, 594 (Wis. 1972) (citing Langer v. Stegerwald Lumber Co., 47 N.W.2d 734 (Wis. 1951)). We look, then, to the contract as a whole, with particular attention to the immediate surroundings of the provision in question.
The purpose of contractual construction is to βascertain the intention of the parties to the contract as expressed by all of the language rather than to put a trick interpretation or twist upon one word.β Langer v. Stegerwald Lumber Co., 259 Wis. 189, 192, 47 N.W.2d 734 (Wis.1951). A reasonable meaning should be given to all provisions of an agreement so as not to render any part of the contract surplusage.
The general rule of interpretation of a contract is to determine the intent from the instrument as a whole and not necessarily from isolated or particular parts thereof. Langer v. Stegerwald Lumber Co. (1951), 259 Wis. 189, 47 N.W.2d 734. The meaning of particular parts or words in a contract should be determined in light of and consistent with the general purpose of the agreement. State ex rel. Department of Agriculture Markets v. Badger Dairy, Inc. (1944), 245 Wis. 229, 14 N.W.2d 34. Since language in written instruments derives its meaning from its use in reference to other language and the general purpose sought to be expressed, the specific phrases and words must be considered in relation to the nature and the object of the transaction and read in light of other provisions of the contract and of the circumstances surrounding its execution.
Johnson v. Prange-Geussenhainer Co. (1942), 240 Wis. 363, 375, 2 N.W.2d 723. As stated in Langer v. Stegerwald Lumber Co. (1951), 259 Wis. 189, 192, 47 N.W.2d 734: ". . . [T]he purpose of construction should be to ascertain the intention of the parties to the contract as expressed by all of the language rather than to put a trick interpretation or twist upon one word."
We are obliged to give the expressions used their common and ordinary meanings. State ex rel. Siciliano v. Johnson (1963), 21 Wis.2d 482, 124 N.W.2d 624; Langer v. Stegerwald Lumber Co. (1951), 259 Wis. 189, 47 N.W.2d 734. It is not the office of a judicial tribunal to find a meaning which is contrary to the language used in an agreement. Siler v. Read Investment Co. (1956), 273 Wis. 255, 261, 77 N.W.2d 504.
For another type of conditional option, see Hafemann v. Korinek (1954), 266 Wis. 450, 63 N.W.2d 835, in which prompt payment of rent as a condition to the exercise of an option to purchase was upheld.Langer v. Stegerwald Lumber Co. (1951), 259 Wis. 189, 47 N.W.2d 734, later appeal (1952), 262 Wis. 383, 55 N.W.2d 389, 56 N.W.2d 512, held a "first option to purchase property" as absolute, except that the landlord could accelerate the sale by giving notice that he might sell to another. Under our view of the statute, the plaintiff had a right to purchase the property at a better price and the defendants had the duty to give the plaintiff the opportunity to exercise his right.
ΒΆ 18 We are satisfied that the use of the phrase "service of" in the default notice did not alter the Lease provisions controlling default and termination. Our supreme court has held that the purpose of contract construction is to ascertain the intention of the parties expressed by all the language contained in the contract rather than to put a trick interpretation or twist upon one word. Langer v. Stegerwald Lumber Co., 259 Wis. 189, 192, 47 N.W.2d 734 (1951). Here, NPL relies upon the use of a word or phrase extraneous to the Lease itself to obtain relief from the written Lease.
We disagree with the trial court's analysis. The purpose of contractual construction is to ascertain the true intention of the parties as expressed by the contractual language, rather than to put a trick interpretation or twist on one word. Langer v. Stegerwald Lumber Co., 259 Wis. 189, 192, 47 N.W.2d 734, 735 (1951). A reasonable meaning should be given to all provisions of an agreement so as not to render any part of the contract surplusage.