Effect of writing. Contract in writing worked injustice. Few yearly contracts go into effect instantly. 2 R. S., 135, § 2. $795. The execution of a contract in writing, whether the law requires it to be written or not, supersedes all the oral negotiations or stipulations concerning its matter, which preceded or accompanied the execution of the instrument. Baker v. Higgins, 21 N. Y., 396; Lamatt v. Hudson Riv. Ins. Co., 17 N. Y., 199 n.; Durgin v. Ireland, 14 N. Y., 322; as explained in Blossom v, Griffin, 13 N. Y., 573. To same effect, Gridley v. Dole, 4 N. Y., 486; Witbeck v. Waine, 16 id., 532; Lewis v. Jones, 7 Bosw., 366. S796. A contract in writing takes effect upon its takes effect, delivery to the party in whose favor it is made, or to when. Provisions of chapter his agent. Verplank v. Sterry, 12 Johns., 536; compare Elsey. $ 797. The provisions of the chapter on TRANSFERS on transfers IN GENERAL, concerning the delivery of grants, absolute and conditional, apply to all written contracts. of real property. Seal, what. Effect of seal. $ 798. A corporate1 or official' seal may be affixed to an instrument by a mere impression upon the paper or other material on which such instrument is written. All other seals must be affixed by means of an impression upon a tenacious substance fastened to the instrument.3 13 R. S. (5th ed.), 687; Laws 1848, ch. 197. 'Warren v. Lynch, 5 Johns., 239; Andrews v. Herriot, 4 $799. A seal is presumptive evidence of a consideration. Whether a seal was, at common law, evidence of a consideration, or whether it was regarded as dispensing with the necessity of any consideration, actual or implied, and as imparting validity to a contract upon entirely different grounds, may be doubtful. It is certain that all the effect which it now has, under our statute (2 R. S. 406, § 77), is that which is here stated. } TITLE III. INTERPRETATION OF CONTRACTS. SECTION 800. Uniformity of interpretation. 801. Contracts, how to be interpreted. 802. Intention of parties, how ascertained. 805. Writing, when disregarded. 806. Effect to be given to every part of contract. 808. Interpretation in favor of contract. 809. Words to be understood in usual sense. 811. Law of place. 812. Contracts explained by circumstances. 813. Contract restricted to its evident object. 814. Interpretation in sense in which promiser believed promisee to rely. 815. Particular clause subordinate to general intent. 816. Contract, partly written and partly printed. 817. Repugnancies, how reconciled. 818. Inconsistent words rejected. 819. Words to be taken most strongly against whom. 820. Reasonable stipulations, when implied. 821. Necessary incidents implied. 822. Time of performance of contract. 823. Time, when of essence. 824. When joint and several. 825. Executed and executory contracts, what. of interpre $800. All contracts, whether public or private, Uniformity sealed or unsealed, are to be interpreted by the tation. same rules; except as otherwise provided by this Code. Some distinctions are made at common law, which have Contracts, how to be S801. A contract must be so interpreted as to give interpreted. effect to the mutual' intention of the parties,' as it existed at the time of contracting,3 so far as the same is ascertainable and lawful. Intention of parties, how ascer tained. Intention to be ascer tained from language. Interpretation of written contract. Writing, when dis regarded. 'The intention of both parties must be considered (Briggs v. Vanderbilt, 19 Barb., 222, 240). 'Belmont v. Coman, 22 N. Y., 439; Platt v. Lott, 17 id., 478. 3 Story Cont., 656; Liddle v. Market Fire Ins. Co., 4 Bosw., 179. S 802. For the purpose of ascertaining the intention of the parties to a contract, if otherwise doubtful, the rules given in this chapter are to be applied. All rules give way if the intention of the parties is clearly manifested in opposition to them (Platt v. Lott, 17 N. Y., 478). The admission of oral evidence is regulated by the CODE OF CIVIL PROCEDURE; and, subject to the rules of evidence, there can be no doubt of the correctness of this proposition. Prof. Parsons (Contracts, 5th ed., vol. ii., 494) maintains, at some length, that the intention of the parties does not always control the interpretation of a contract, but it will be found that the cases which he cites in support of his views turn upon rules of evidence. S803. The language of a contract is to govern its interpretation,1 if the language is clear and explicit, and does not involve an absurdity." 1 Code La., 1940; see Westcott v. Thompson, 18 N. Y., 367; Norton v. Woodruff, 2 id., 153. Buck v. Burk, 18 N. Y., 339. S804. When a contract is reduced to writing, the intention of the parties is to be ascertained from the writing alone, if possible; subject, however, to the other provisions of this Title. Westcott v. Thompson, 18 N. Y., 367. 805. When through fraud,' mistake, or accident,' a written contract fails to express the real intention of the parties, such intention is to be regarded, and the erroneous parts of the writing disregarded.3 Under the Code of Procedure, it is not necessary that $ 806. The whole of a contract is to be taken together, so as to give effect to every part,' if reasonably practicable,' each clause helping to interpret the others.3 1 Code La., 1950; Code Napoleon, 1161; Ward v. Whit- Westcott v. Thompson, 18 N. Y., 363. Miller v. Travers, 8 Bing., 244; Story Cont., § 657; see S807. Several contracts relating to the same matters, between the same parties, and made as parts of substantially one transaction, are to be taken together. Hamilton v. Taylor, 18 N. Y., 358; Church v. Brown, 21 N. Y., 319, 330; Pepper v. Haight, 20 Barb., 429. The same rule applies to deeds (Huttemeier v. Albro, 18 N. Y., 48; Wright v. Douglass, 7 id., 574). Contracts between different parties (Craig v. Wells, 11 N. Y., 315), or relating to different matters (Cornell v. Todd, 2 Denio, 130), or not forming part of one transaction (Mann v. Witbeck, 17 Barb., 388), cannot be taken together. 3 $ 808. A contract must receive such an interpretation as will make it lawful,' operative,' definite, reasonable, and capable of being carried into effect, Words to be understood in usual sense. if it can be done without violating the intention of the parties.5 1 Co. Litt. 42; 2 Blacks. Com., 380; Chit. Cont. (4th ed.), 80; Sterry v. Clifton, 9 C. B., 110; Harrington v. Kloprogge, 4 Doug., 5; see Clark v. Pinney, 7 Cow., 681; Shore v. Wilson, Clark & F., 397. 'Richards v. Warring, 39 Barb., 42; Archibald v. Thomas, See Casler v. Conn. Mut. Ins. Co., 22 N. Y., 427. The language of a contract cannot be perverted, in $809. The words of a contract are to be understood in their ordinary and popular sense,' rather thau according to their strict legal meaning; unless used by the parties in a technical sense, or unless a special meaning is given to them by usage,' in which case the latter must be followed. 1 Story Cont., § 647; Code La., 1941; see Casler v. Conn. See Schenck v. Campbell, 11 Abb. Pr., 292; Schuylkill Smith v. Wilson, 3 B. & Ad., 728; see Hinton v. Locke, 5 Hill, 437; Astor v. Union Ins. Co., 7 Cow., 202; Miller v. Tetherington, 6 H. & N., 278; Cuth |