Under Massachusetts law, courts have discretion to interpret a contract in a way so as to give it effect as a rational business instrument and in a manner which will carry out the intention of the parties. New York Cent. R.R. Co. v. New England Merchants Nat. Bank, Mass., 183 N.E.2d 852, 855 (Mass. 1962); McMahon v. Monarch Life Ins. Co., 186 N.E.2d 827, 830 (Mass. 1962). Contract interpretation is guided by justice, common sense and the probable intention of the parties.
Baker Transp., Inc. v. State Tax Comm'n, 371 Mass, 872, 877 n. 11 (1977). To that end we examine the whole statute with attention to the language used, the evil to be remedied, and the object to be accomplished by enactment. New York Cent. R.R. v. New England Merchants Nat'l Bank, 344 Mass. 709, 713 (1962). It is plain that the evil to be remedied was the unfairness of allowing a disproportionate share of the plaintiff's recovery to be borne by one of several joint tortfeasors, and the object to be accomplished was a more equitable distribution of that burden among those liable in tort for the same injury.
We are impelled to this conclusion by our obligation to construe a legislative act so as to effectuate fully the statutory purpose. Foley v. Lawrence, 336 Mass. 60, 65 (1957). New York Cent. R.R. v. New England Merchs. Natl. Bank, 344 Mass. 709, 713 (1962). United States Trust Co. v. Commonwealth, 348 Mass. 378, 383 (1965).
It is our duty in construing a statute to discern the intent of the Legislature on the basis of all pertinent evidence. See New York Cent. R.R. v. New England Merchants Natl. Bank, 344 Mass. 709, 713. As a general matter, "all statutes are prospective in their operation, unless an intention that they shall be retrospective appears by necessary implication from their words, context or objects when considered in the light of the subject matter, the pre-existing state of the law and the effect upon existent rights, remedies and obligations."
See Woods v. Newton, 349 Mass. 373, 376. In the light of well known principles governing statutory interpretation (see Sun Oil Co. v. Director of the Div. on the Necessaries of Life, 340 Mass. 235, 236; McCarthy v. Woburn Housing Authy. 341 Mass. 539, 542; New York Cent. R.R. v. New England Merchs. Natl. Bank, 344 Mass. 709, 713), it is clear that the Land Court had jurisdiction of the subject matter of the petition. 2.
See Cleveland v. Tupper, 243 Mass. 163, 165. Any other interpretation would seem to negate the effect of the agreement as a rational business instrument and would produce a result unreasonable in the business context in which the parties acted. See Berkal v. M. De Matteo Constr. Co. 327 Mass. 329, 333; New York Cent. R.R. v. New England Merchs. Natl. Bank, 344 Mass. 709, 714-715; McMahon v. Monarch Life Ins. Co. 345 Mass. 261, 264. It follows that the plaintiff cannot prevail under the agreement. 2.
The document "should be construed so as to give it effect as a rational business instrument and in a manner which will effectuate the intent of the parties." New York Cent. R.R. v. New England Merchants Natl. Bank, 344 Mass. 709, 714. McMahon v. Monarch Life Ins. Co., ante, 261, 264.
Another principle is that a contract should be construed so as to give it effect as a rational business instrument and in a manner which will carry out the intention of the parties. New York Cent. R.R. v. New England Merchants Natl. Bank, 344 Mass. 709, 714. The plain purpose of the provision under consideration is to relieve Monarch of the obligation to pay commissions to a former agent who at the same time is depriving Monarch of the policyholders whose premiums constitute the source of the agent's commissions.
Our job is to read the agreement as a whole, "so as to give it effect as a rational business instrument . . . in a manner which will effectuate the intent of the parties," Kingstown Corp. v. Black Cat Cranberry Corp., 65 Mass.App.Ct. 154, 158 (2005), quoting New York Cent. R.R. v. New England Merchants Nat'l Bank, 344 Mass. 709, 714 (1962), and "to give reasonable effect to each provision." Kingstown Corp., supra.
See, e.g., Worcester Redev. Auth. v. Massachusetts Dept. of Hous. & Community Dev., 47 Mass. App. Ct. 525, 529 (1999). See also Kingstown Corp. v. Black Cat Cranberry Corp., 65 Mass. App. Ct. 154, 158 (2005), quoting New York Cent. R.R. v. New England Merchants Nat'l Bank, 344 Mass. 709, 714 (1962) (agreement "construed so as to give it effect as a rational business instrument and in a manner which will effectuate the intent of the parties"). Applying these factors, we once again agree with the position articulated by Calloway.