Sec 653

The practice of parties to a contract, also, may give the basis on which its construction may rest. "Tell me," says Lord Chancellor Sugden," what you have done under a deed, and I will tell you what that deed means."1 Hence, the acts and declarations of parties, constituting their mode of doing business, is strong evidence of the meaning they assigned to contracts made by them.2

Sec 654

If a contract is open to two probable constructions, one of which would impute fraud or illegal purpose to one of the parties, while the other construction would be free from such taint, the latter construction will be adopted.3 Hence, when there are two conflicting local laws, according to one of which the contract would be inoperative, while according to the other it would be operative, the contract will be held to have been made under the latter law, since it will not be presumed that one party intended to cheat the other by a sham and fraudulent contract.4 "When by one construction, also, a contract would be void, and by another it would be operative, the latter will be preferred.5 - "If words have been used of any Practice of parties may be a basis for construction.

Contract to be construed as most consistent with good faith and legality.

L. R. 2 Ap. Ca. 284; S. P., Elkins V. Trans. Co., 2 Weekly Notes, 403.

See as sustaining text, Steinbach V. Ins. Co., 54 N. Y. 90; Niagara Ins. Co. V. De Groff, 12 Mich. 124; Gross V. Ins. Co., 18 La. An. 97.

1 Atty.-Gen. V. Drummond, 1 Dr. & W. 353, 366; aff. on app. Drummond V. Atty.-Gen., 2 H. of L. Cas. 837.

V. Weld V. Hornby, 7 East, 199; Shore V. Wilson, 9 Cl. & F. 569; Archer V. Dunn, 2 W. & S. 327; Pratt V. Campbell, 24 Penn. St. 184; Lehigh Coal Co. V. Harlan, 27 Penn. St. 429; and other cases cited Wh. on EV. sec 941; and see infra, sec 709.

3 Wh. on EV. sec 1248; Best's EV. sec 346-7; Shore V. Wilson, 9 Cl. & F. 397; Moss V. Bainbrigge, 18 BeaV. 478; Lorillard V. Clyde, 86 N. Y. 384; Young V. Edwards, 72 Penn. St. 267;.

Mendal V. Mendal, 28 La. An. 556; Bumpus V. Tisher, 26 Tex. 561; and see cases cited supra, sec 337, 462.

4 Wh. on EV. sec 1250; Wh. Con. of L. sec 112, 115, 429, 501; Hellman's Will in re, L. R. 2 Eq. 363; Cromwell V. Sac, 96 U. S. 51; Cutler V. Wright, 22 N. Y. 472; Kilgore V. Dempsey, 25 Oh. St. 413; Kenyon V. Smith, 24 Ind. 11; Smith V. Whitaker, 23 111. 367; Talbott V. Trans. Co., 41 Iowa, 249; and cases cited Wh. Con. of L. sec 429.

5 Wilkinson V. Gaston, 9 Q. B. 137; Russell V. Phillips, 14 Q. B. 891; Watson V. Pears, 2 Camp. 296; Haigh V. Brooks, 10 A. & E. 309; Goldshede V. Swan, 1 Ex. 154; Richards V. Bluck, 6 C. B. 441; Atkyns V. Horde, 1 Binn. 106; Simpson V. Vaughan, 2 Atk. 32; Lewis V. Davidson, 4 M. & W. 654; Shore V. Wilson, 9 Cl. & F. 397; Ireambiguity," said Lord Cairns, in a celebrated case, "or the object of which may be open to any doubt, that construction must, according to the well-known rules of law, be given, which will make the contract a legitimate and valid one, and not that construction by which the contract will be destroyed."1 - "We are not allowed," said Adams, C. J., in the supreme court of Iowa, in 1881, " to so construe a contract as to deprive it of all force, if it is susceptible of any other reasonable construction."2 In construing a consideration, also, the courts, when consistent with legal rules, will give it the meaning most conducive to good faith.3.