Railway Co. 2 Man. & G. 134; Parker v. Great Western Railway Co. 7 id. 253; Mohawk Bridge Co. v. Utica & Sch. R. R. Co. 6 Paige, 554. In Priestley v. Foulds, 2 Man. & G. 194, in the case of a legislative grant to a company such as those above mentioned, Coltman, J., said: "The words of the act must be considered as the language of the company, which ought to be construed fortius contra proferentem." - This rule of construction. "contra proferentem" is applied in pleading. Bac. Max Reg. 3; but is not applied to wills. nor to statutes, verdicts, judgments, etc., which are not words of parties. lb.

(o) Per Alderson, B., in Meyer v. Isaac, 6M. & W. 612.

(p) "It is to be noted," saith Lord Bacon, "that this rule is the last to be resorted to, and is never to be relied upon but where all other rules of exposition of words fail; and if any other come in place, this giveth place. And that is a point worthy to be observed generally in the rules of the law, that when they encounter and cross one another in any case, it be understood which the law holdeth worthier, and to be preferred; and it is in this particular very notable to consider, that this being a rule of some strictness and rigor, doth not as it were its office, but in absence of other rules which are of more equity and humanity." Bac. Max. Reg. 3. See also Love v. Pares, 13 East, 80. So in Adams v. Warner, 23 Vt. 411, 412, Mr. Justice Redfield said: "This rule of construction is not properly applicable to any case, but one of strict equivocation, where the words used will bear either one of two or more interpretations equally well. In such a case if there be no other legitimate mode of determining the equipoise, this rule might well enough decide the case. In all other cases, where this rule of construction is dragged in by way of argument,- and that is almost always where it happens to fall on the side which we desire to support, - it is used as a mere makeweight, and is rather an argument than a reason." See also Doe v. Dodd, 5 B. & Ad. 689.

(q) The reason given in the books for the application of this rule to deeds-poll, and not to indentures, is that in deeds-poll the words are the words of the grantor alone, while in indentures they are the words of both parties. 2 Bl. Com. 380; Browning p. Boston, Plowd. 134. The distinction seems, however, to be in a good degree without foundation. It is true that the words of a deed-poll are the words of the grantor alone, but it is not true that the words of an indenture are the words of both parties in any such sense as to make the rule in question inapplicable. See Gawdy, arguendo, in Browning v. Beston. Plowd. 136. Words of exception or reservation in any instrument are regarded as the words of the party in whose favor the exception or reservation is made. Lofield's case. 10 Rep. 106 b; Hill v. Grange, Plowd. 171; Blackett v. Royal Exch. Ass. Co. 2 Cromp. & J. 244, 251; Donnell v. Columbian Ins. Co. 2 Sumner, 366, 381; Palmer v. Warren Ins. Co. 1 Story, 360. And they would be construed against such party. Id.; Cardigan v. Armitage, 2 B. & C. 197; Bullen v. Denning, 5 id. 842; Jackson v. Hudson, 3 Johns. 387; House v. Palmer, 9 Ga. 497; Jackson v. Lawrence, 11 Johns. 191. Separate covenants in an indenture on the part of the lessor and lessee, and indeed any stipulation on the part of either party to an agreement, would be regarded as the covenants and stipulations of the party bound to do the thing agreed upon, and the rule of construction 'contra proferentem,' would apply to such cases, subject to all the limitations which properly belong to it. "It is certainly true," says Lord Eldon, "that the words of a covenant are to be taken most strongly against the covenantor; but that must be qualified by the observation that a due regard must be paid to the intention of the parties, as collected simple grants an estate "for life," it is held to be for the life of the grantee. (r) Where there is an indenture, the words may be taken as the words of both parties. But if in fact one gives and the other receives, the same rule applies as in case of deeds-poll. (s) As if two tenants in common grant a rent of twenty shillings, the grantee takes forty, or twenty from each; but if they reserve in a lease twenty shillings, they take only the twenty, or ten each. (t) And, in general, if a deed may enure to several different purposes, he to * whom it is made may elect in what way to take it. (u) Thus, if an instrument may be either a bill or promissory note, the holder may elect which to consider it. (v) So if a carrier gives two notices limiting his responsibility, he is bound by that which is the least favorable to himself. (w) So a notice under which one claims a general lien is to be construed against the claimant. The same rule, we think, applies to the case of an accepted guaranty, though upon this point the authorities are somewhat conflicting. (x) from the whole context of the instrument." Browning v. Wright, 2 B. & P. 22; Earl of Shrewsbury v. Gould, 2 B. & Ald. 487, 494; Barton v. Fitzgerald, 15 East, 530, 546.

1 Thus an obscure contract also is to be interpreted most strongly against the party making it Wetmore v. Pattison, 45 Mich. 489.

(r) Co. Litt. 42 a.

(s) See supra, n. (q).

(t) Browning v. Boston, Plowd. 140; Throckmorton v. Tracy, id. 161; Hill v. Grange, id. 171; Chapman v. Dalton, id. 269 ; Shep. Touch. 98; Co. Iitt. 197 a.

(u) Shep. Touch. 88; Heywood's case, 2 Rep. 35 b; Jackson v. Hudson, 3 Johns. 387; Jackson v. Blodget, 16 id. 172, 178.

(v) Edis v. Bury, 6 B. & C. 433; Block v. Bell, I Moody & R. 149; Miller v. Thompson, 4 Scott, N. R. 204.

(w) Munn v. Baker, 2 Stark. 255. See also ante, vol. ii. p. *252, n. (z).

(x) Some judges have been of opinion that the contract of guaranty is a contract strictissimi juris, and to be construed in favor of the guarantor. Thus, in Nicholson v. Paget, 1 Cromp. & M. 48, where the words were: "I hereby agree to be answerable for the payment of £50 for B, in case B does not pay for the gin, etc. which he receives from you, and I will pay the amount," the Court of Exchequer held that this was not a continuing guaranty. And Bayley, B., said : "This is a contract of guaranty, which is a contract of a peculiar description; for it is not a contract which a party is entering into for the payment of his own debt, or on his own behalf; but it is a contract which he is entering into for a third person; and we think that it is the duty of the party who takes such a security to see that it is couched in such words as that the party so giving it may distinctly understand to what extent he is binding himself. ... It is not unreasonable to expect from a party who is furnishing goods on the faith of a guaranty, that he will take the guaranty in terms which shall plainly and intelligibly point out to the party giving the guaranty the extent to which he expects that the liability is to be carried." And see, to the same effect, Melville v. Hayden, 3 B. & Ald. 593. On the other hand, in the latter case of Meyer v. Isaac, 6 M. & W. 605, 4 Jur. 437, the counsel for the defendant having cited Nicholson v. Paget, Parke, B., said: "Can you find any other authority in favor of that rule of construction? It certainly is at variance with the general principles of the common law, that words are always to be taken most strongly against the party using them. Here is a guaranty in the shape of a letter written by the defendant, with a view of inducing the plaintiff to give credit to a particular person. Now, a guaranty is one of that class of obligations which is only binding on one of the parties when the other chooses by his own act to make it binding on him also. This instrument only contains the words of one of the parties to it, namely, of the defendant; and does not affect the plaintiff until he acts upon it by supplying the goods." And Alderson, B., in delivering the judgment