bert v. Cumming, 11 Exch., 405; affirming 10 id., 809; Coit v. Corn Ins. Co., Johns., 385; Clife v. words. $810. Technical words are to be interpreted as Technical usually understood by persons in the profession or business to which they relate, unless clearly used in a different sense. Code La., 1942; Dana v. Fiedler, 12 N. Y., 40. This is place. S811. A contract is to be interpreted according to Law of the law and usage of the place where it is to be performed; or, if it does not indicate a place of performance, according to the law and usage of the place where it is made.2 2 Story Conf. Laws, §§ 270, 280; Everett v. Vendryes, 19 N. Y., 436; Curtis v. Leavitt, 15 id., 9; Bowen v. Story Conf. Laws, § 282; Thompson v. Ketcham, 8 explained by circum S 812. A contract may be explained by reference Contract to the circumstances under which it was made,' and the matter to which it relates.2 1 Westcott v. Thompson, 18 M. Y., 363; Blossom v. Grif- S 813. However broad may be the terms of a contract, it extends only to those things concerning which it appears that the parties intended to contract. Code La., 1954; Code Napoleon, 1163; see Platt v. Lott, stances. Contract to its evi restricted dent object. Interpretation in sense in which promiser believed promisee to rely. Particular clause sub Jackson v. Stackhouse, 1 Cow., 122; Rich v. Lord, 18 Pick., 325; Simons v. Johnson, 3 B. & Ad., 175; Payler v. Homersham, 4 M. & Selw., 423. S 814. If the terms of a promise are in any respect ambiguous or uncertain, it must be interpreted in the sense in which the promiser believed, at the time of making it, that the promisee understood it. Barlow v. Scott, 24 N. Y., 40; see Mowatt v. Londes borough, El. & Bl., 307; per CAMPBELL, C. J., Wheelton v. Hardisty, 8 id., 284. S815. Particular clauses of a contract are subordi ordinate to nate to its general intent. general Intent. Contract partly partly printed. Decker v. Furniss, 14 N. Y., 615; Kelley v. Upton, 5 Duer, 340; London Gaslight Co. v. Chelsea, 8 C. B. [N. S.], 215; see Ringer v. Cann, 3 M. & W., 343. S816. Where a contract is partly written and written and partly printed, or where part of it is written or printed under the special directions of the parties, and with a special view to their intention, and the remainder is copied from a form originally prepared without special reference to the particular parties and the particular contract in question, the written parts control the printed parts,' and the parts which are purely original control those which are copied from a form. And if the two are absolutely repugnant, the latter must be so far disregarded. Repugnancies, how 2 1 Harper v. N. Y. City Ins. Co., 22 N. Y., 444; Harper v. This is the real principle of the foregoing decisions. S817. Repugnancy in a contract must be reconreconciled. ciled, if possible, by such an interpretation as will give some effect to the repugnant clauses,' subordi- 1 Code La., 1940; Ward v. Whitney, 8 N. Y., 446. N. Y. City Ins. Co., id., 441. tent words S818. Words in a contract which are wholly incon- Inconsist sistent with its nature,' or with the main intention of rejected. the parties, are to be rejected. Mills v. Wright, 1 Freem., 247; Simpson v. Vaughan, 2 $819. In cases of uncertainty not removed by the preceding rules,' the language of a contract should be interpreted most strongly against the party who caused the uncertainty to exist. The promiser is presumed to be such party; except in a contract between a public officer or body, as such, and a private party, in which it is presumed that all uncertainty was caused by the private party.* This rule is to be resorted to only when all others fail Code La., 1952, 1953. See Harper v. N. Y. City Ins. Co., 4 Stourbridge Canal Co. v. Wheeley, 2 B. & Ad., 792; Words to be strongly taken most against whom. $820. Stipulations which are necessary to make a Reasonable contract reasonable,' or conformable to usage,' are Jones v. Gibbons, 8 Erch., 922; Buck v. Burk, 18 N. Y., Field v. Lelean, 6 H. & N., 617; Pollock v. Stables, stipula tions, when implied. Necessary incidents implied. Time of performance of contract. Syers v. Jonas, 2 id., 116; Hutton v. Warren, 1 M. &. W., 475: Humfrey v. Dale, 7 E. & B., 266; Dale v. Humfrey, El. B. & El., 1004; Brown v. Byrne, 3 E. & B., 703. Mutual Ins. Co. v. Hone, 2 N. Y., 241; Vail v. Rice, 5 id., 155; Hutton v. Warren, 1 M. & W., 475; see Suse v. Pompe, 8 C. B. [N. S.], 538. A stipulation which is clearly in accordance with the intention of the parties must be enforced, though ever so unreasonable (Stadhard v. Lee, 3 Best & Sm., 364). A stipulation which cannot be misunderstood, e. g., for the payment of a certain sum of money, cannot be modified by proof of a usage to accept a smaller sum in satisfaction (St. Nicholas Ins. Co. v. Mercantile Ins. Co., 5 Bosw., 246). S821. All things that in law or usage are considered as incidental to a contract, or as necessary to carry it into effect, are implied therefrom; unless some of them are expressly mentioned therein, when all other things of the same class are deemed to be excluded.' 1 Code Napoleon, 1160; Lampman v. Milks, 21 N. Y., 505; Huttemeier v. Albro, 18 id., 48; Kelsey v. Durkee, 33 Barb., 410. • Co. Litt., 210 a.; Hare v. Horton, 5 B. & Ad., 715; Rex v. Sedgley, 2 id., 65; Line v. Stephenson, 4 Bing. N C., 678; 5 id, 183; Cook v. Jennings, 7 T. R., 381. $ 822. If no time is specified for the performance of an act required to be performed, a reasonable time is allowed.' If the act is in its nature capable of being done instantly,' as for example, if it consists in the payment of money only, it must be performed immediately upon the thing to be done being exactly ascertained. 3 'Atwood v. Emery, 1 C. B. (N. S.), 110; Hoggins v. Gor don, 3 Q. B., 466; Sansom v. Rhodes, 6 Bing. N. C., 261; 8 Scott, 244; Stavart v. Eastwood, 11 M. & W, 197; see Thomas v. Dickinson, 12 N. Y., 369; Ter williger v. Knapp, 2 E. D. Smith, 86. No more than a reasonable time is allowed (see Cross v. Beard, 26 N. Y., 85). Van Boskerck v. Mott, Supreme Ct., 1864; see Des Arts v. Leggett, 16 N. Y., 588. 'Lake Ontario R. R. v. Mason, 16 N. Y., 451; Purdy v. Philips, 11 N. Y., 406; Wright v. Whiting, 40 Barb 235; Thompson v. Ketcham, 8 Johns., 189; Gibbs v Southam, 5 B. & Ad., 911. Penn. Coal Co. v. Del. & Hudson Canal Co., 29 Barb., when of S823. Time is never considered as of the essence of Time, a contract, unless by its terms expressly so provided. essence. This provision is new. As to the present law upon the subject, see Story Eq. Jur., § 776. It is involved in so tract joint S 824. Where all the parties who unite in a promise When conreceive some benefit from the consideration, whether and several. past or present, their promise is presumed to be joint and several. Yorks v. Peck, 14 Barb., 644; Hunt v. Rousmanier, 8 S825. A promise, made in the singular number, I. but executed by several persons, is presumed to be joint and several. Van Alstyne v. Van Slyck, 10 Barb., 383; Hemmenway $826. An executed contract is one, the object of Executed which is fully performed. All others are executory. Fletcher v. Peck, 6 Cranch, 136. and execu tory con tracts, what, TITLE IV. UNLAWFUL CONTRACTS. SECTION 827. What is unlawful. 828. Certain contracts unlawful. 829. Penalties void. 830. Contract fixing damages, void. 831. Exception. 832. Restraints upon legal proceedings. 833. Contract in restraint of trade, void. 834. Exception in favor of sale of good will. 835. Exception in favor of partnership arrangements. S827. That is not lawful which is: 1. Contrary to an express provision of law;1 What is unlawful |