Opinion
No. 3106.
Decided November 7, 1939.
Two simultaneously executed agreements relating to the same transaction are to be interpreted by reference to each.
The fact that a bond requiring payment of royalties to a depositary only slightly exceeded their amount indicates that they bore no interest.
The rule that interest is collectible on money wrongfully detained has no application where the debtor has not detained the money but has paid it to a depositary under an agreement with the creditor containing no provision for interest.
PETITION, of Charles B. Martin, praying that the Seaboard Minerals Corporation be ordered to pay interest on the royalties held to be due him by the decision of this court, reported in 89 N.H. 551.
On December 9, 1935, the Superior Court enjoined the Seaboard Minerals Corporation from operating the Yuhas mines in Acworth until it had filed a bond in the sum of $3,000 to secure the payment to Martin of all royalties then or thereafter due. After this order had been made, counsel for the Seaboard corporation proposed to Martin's counsel by letter that the corporation execute a bond in the sum of $1,000 conditioned upon the payment of "all accrued royalties claimed up to December 1," amounting approximately to $960, and that the corporation deposit in a national bank in Keene all future royalties as they became due under an agreement that the amounts so deposited should "be held in escrow pending the final decision of the case."
Martin agreed to this proposal, and the order of the court was modified accordingly. On December 24, 1935, a surety bond for $1,000 was executed, and monthly payments were then made to the Cheshire National Bank in compliance with a written agreement embodying the terms of the proposal. So far as appears, the bank paid no interest on the deposits thus received.
The Presiding Justice, having found that "there was never anything said about interest" either in the proposal of counsel or in the bond or escrow agreement, ruled, subject to exception, that Martin was not entitled to recover the interest claimed. Transferred by Burque, C. J.
Howard B. Lane (by brief and orally), for the petitioner.
Orville E. Cain and Laurence F. Sherman (of New York), for the Seaboard Minerals Corporation.
The petitioner in contending that he is entitled to recover from the Seaboard Minerals Corporation interest from the date of the court's order to the date of judgment ignores the effect of the transaction to which he consented. The bond, though reciting the approximate sum to be paid Martin for overdue royalties in the event of a judgment in his favor, contains no stipulation concerning the payment of interest. It is to be read in connection with the so-called escrow agreement, the two instruments comprising a provisional arrangement somewhat analogous to the payment of money into court. The fact that the face of the bond exceeds by so small a margin the sum estimated to be due is itself an indication that interest on that sum was not contemplated.
It is equally apparent that the petitioner cannot recover from the Seaboard corporation interest on the royalties represented by the bank deposits. The agreement requires the bank to hold these deposits in escrow and to pay them "to the said Martin if he be awarded royalties" by the court. In the event of such an award no further payment is implied.
The rule which permits the recovery of interest on money wrongfully detained is based on the assumption that retention of the money benefits the debtor and injures the creditor. Peirce v. Rowe, 1 N.H. 179, 180. But the reason for this rule is altogether wanting where, as here, the debtor makes no use of the money himself but pays it to a depositary under an agreement containing no provision for interest to which the creditor assents. See 15 R. C. L. 34, 35.
Exception overruled.
All concurred.