Opinion
January 14, 1929.
January 28, 1929.
Principal and agent — Contract — Construction — Time — Pleading — Plaintiff's statement — Averments of breach.
1. If possible, a contract must be so interpreted as to give effect to all of its provisions.
2. Where a contract of agency provides that it shall be for a period of one year, and that the agent "shall not be relieved from the within agreement until said tract of lots is 100% sold," the contract is to be interpreted that within the period of one year the plaintiff is not to be released from his contract unless the lots are 100% sold.
3. In an action by the agent for breach of such contract, the statement of claim must state the time within which the breach occurred, and the act or acts which constituted the breach.
Before MOSCHZISKER, C. J., FRAZER, WALLING, SIMPSON, KEPHART, SADLER and SCHAFFER, JJ.
Appeal, No. 55, Jan. T., 1929, by plaintiff, from judgment of C. P. Bucks Co., May T., 1927, No. 16, for defendants, on affidavit of defense raising question of law, in case of I. Minkoff v. Adam McLean et ux. Affirmed.
Assumpsit for breach of written agreement.
Affidavit of defense raising questions of law. Before RYAN, P. J.
The opinion of the Supreme Court states the facts.
Judgment for defendants on question of law. Plaintiff appealed.
Error assigned, inter alia, was judgment, quoting record.
Hyman Shane, with him George Ross, for appellant.
J. H. Buckman, of Buckman Buckman, for appellee, was not heard.
Argued January 14, 1929.
The point involved is adequately covered by the following excerpts from the opinion of the court below: "Plaintiff sued to recover an alleged breach of [written] contract [dated] November 4, 1925. The plaintiff was appointed 'sole and exclusive agent to sell [certain] lots, for a period of one year from the date' of the agreement, upon the terms and conditions set forth therein. The sixth paragraph of the agreement provides [that] 'The party of the second part agrees and covenants that he will carry on an active selling campaign at all times and maintain a selling force of at least three salesmen __________ and that he shall not be released from within agreement until said tract of lots is 100% sold.' Plaintiff's statement avers that his agency was to continue 'for a period of one year and until the lots should be 100% sold.' The question of the interpretation of this agreement is raised by the affidavit [of defense]. The agreement distinctly limits the period of the agency to one year. The language of the further provision is peculiar, but cannot be sustained to extend the period. The party of the second part agrees 'that he shall not be released from the within agreement until said tract of lots is 100% sold.' __________ The contract is to be interpreted that within the period of one year the plaintiff is not to be released from his contract unless the lots are 100% sold. It is a settled rule of interpretation, to which there is no exception, that, if possible, a contract must be so interpreted as to give effect to all of its provisions. __________ To accept the construction that the sixth paragraph extends the agency of plaintiff beyond one year is to nullify the provision of the contract limiting it to one year. Paragraph 6 is one of the conditions upon which the agreement of employment for one year is based. The statement of claim avers a breach of this contract, but does not state the time within which it occurred; __________ it is important to aver that it occurred while the agreement was in force, for afterward there could be no breach. The statement of claim is also vague and indefinite [in that] it does not specify the acts or acts __________ that it construes as a breach of the agreement. __________ For these reasons __________ we think the statement insufficient [and] judgment is entered for the defendant upon the affidavit raising questions of law."
The judgment is affirmed.