Where there is a latent ambiguity which arises only in the application and does not appear upon the face of the instrument, it may be supplied by other proof ; ambiguitas verborum latens verification suppletur; Dermott v. Ins. Co., 3 S. & R. (Pa.) 609.
Usages of the trade or place of making the contract are presumed to be incorporat ed, unless a contrary stipulation occurs. See LEX Loot The rule that an agreement is to be con strued most strongly against the party bene fited can only be applied in doubtful cases ; Hannibal & St. Joseph R. Co. v. Packet Co., 125 U. S. 260, 8 Sup. Ct. 874, 31 L. Ed. 731; and when other rules of interpretation fail ; Patterson v. Gage, 11 Colo. 50, 16 Pac. 560. The more the text partakes of a solemn com pact, the stricter should be its construction.
Jessel, M. R., in 6 Ch. D. 270, said: "The meaning of a contract must be ascertained according to the ordinary and proper rules of construction. If we can thus find out its meaning we do not want the maxim [that construction is more strongly against the one who used the words]. If we cannot find out its meaning, then the instrument is void and in that case it may be said to be con strued in favor of the grantor, for the grant is annulled." If the intent of a contract cannot be ascertained, it will be held void for uncertainty ; Gould v. Gunn (Ia.) 140 N. W. 380.
General expressions used In a contract are controlled by the special provisions therein. When there are two repugnant clauses in a deed, which cannot stand together, the first prevails. With a will the reverse is the case. In all instruments the written part controls the printed, if the two are inconsistent; Hutt v. Zimmer, 78 Hun 23, 28 N. Y. Supp. 1014; Schenck v. Saunders, 13 Gray (Mass.) 37; Union Pac. R. Co. v. Graddy, 25 Neb. 849, 41 N. W. 809; Mans field Machine Works v. Common Council of Lowell, 62 Mich. 546, 29 N. W. 105 ; Thorn ton v. R. Co., 84 Ala. 109, 4 South. 197, 5 Am. St. Rep. 337; Thomas v. Taggart, 209 U. S. 385, 28 Sup. Ct. 519, 52 L. Ed. 845 ; Georgia Home Ins. Co. v. Jacobs, 56 Tex. 386; a spe cial manuscript addition to a general print ed form must govern if there is a repugnan cy between them ; Moore v. Lichtenberger, 26 Pa. Super. Ct. 268; when a contract is embodied in several instruments, its true meaning is to be ascertained from a consid eration of all the instruments and their ef fect upon each other ; Howard v. R. Co., 24
Fla. 560, 5 South. 356; Smith v. Theobald, 86 Ky. 141, 5 S. W. 394 ; Phelps & Bigelow Windmill Co. v. Piercy, 41 Kan. 763, 21 Pac. 793.
If part of a contract is good, and part, being in restraint of trade,, is bad, the for mer may stand; U. S. Consol. Seeded Raisin Co. v. Griffin & Skelley CO., 126 Fed. 364, 61 C. C. A. 334. Different contracts made be tween the same parties on the same date as to the same matter were construed together in Stadler v. Power Co., 139 Fed. 305, 71 C. C. A. 435.
Dictionaries are not to be taken as author itative exponents of the meaning of words in an act, but words should be taken in their ordinary sense, and we are therefore sent for instruction to these books (Johnson and Webster); 16 Q. B. D. 641.
A sealed contract to pay a debt whenever, in the debtor's opinion, circumstances would enable him to do so, is not enforce able ; Nelson v. Von Bonnhorst, 29 Pa. 352; but a contract to pay when able is generally held to impose an obligation ; Denney v. Wheelwright, 60 Miss. 733 ; some cases con sider it a contract to pay within a reasona ble time ; Nunez v. Dautel, 19 Wall. (U. S.) 562, 22 L. Ed. 161; Noland v. Bull, 24 Or. 479, 33 Pac. 983; De Wolfe v. French, 51 Me. 420 ; or to pay at once ; Kincaid v. Higgins, 1 Bibb (Ky.) 396. When the debtor has once become able to pay, the right of action vests, though later he becomes unable to pay ; Denney v. Wheelwright, 60 Miss. 733.
Where no period is fixed, either party may ordinarily withdraw on reasonable no tice; Kenderdine Hydro Carbon Fuel Co. v. Plumb, 182 Pa. 463, 38 Atl. 480; so in con tracts of hiring or partnership ; L. R. 7 H. L. 550. But a contract between a telegraph company and a railroad company for a rail road telegraph line and service along its right of way was held perpetual in its obli gation; Western Union Telegraph Co. v. Pennsylvania Co., 129 Fed. 849, 64 C. C. A. 285, 68 L. R. A. 968, following L. R. 7 H. L. 550; Franklin Telegraph Co. v. Harrison, 145 U. S. 459, 12 Sup. Ct. 90b, 36 L. Ed. 776, which was a contract between a manufac turing company and a telegraph company for a private wire to New York. These cases went upon the ground that the inherent nature of the contract showed that it must have continuing effect, unless, by its terms one or either party could terminate it.