Action begun March 31, 1955, by John W. Siler against Read Investment Company and Paul Rosenblatt and the Trident Corporation, seeking damages and equitable relief. The action against Trident Corporation was dismissed by stipulation.

After motions for summary judgment, the plaintiff served and filed an amended complaint demanding judgment against the Read Investment Company setting aside the deed to lot 5 (described in the complaint) to Paul Rosenblatt and requiring the Read Investment Company to convey said lot 5 as originally platted to plaintiff, or in the alternative, $10,000 damages. The plaintiff also demands judgment against the defendant Paul Rosenblatt restraining him from use of the premises (lot 5) for the erection of a dwelling and declaring the rights of the plaintiff with respect to lot 5 by reason of covenants with respect thereto and in the alternative for damages. The defendants denied the allegations of the complaint.

The case was tried to the court and the following controlling findings of fact were made:

"4. That the Read Investment Company was the owner of the Green Tree Valley subdivision located in the town of Milwaukee, county of Milwaukee, state of Wisconsin, which land was platted into lots and the plat thereon recorded on August 8, 1946, and known as document No. 2655337.

"5. That on the 8th day of January, 1948, the Read Investment Company as owner of the Green Tree Valley subdivision executed an agreement of restrictions and protective covenants with respect to the land in Green Tree Valley subdivision, said instrument having been recorded on January 8, 1948, in the office of the register of deeds in and for Milwaukee county, Wisconsin, in volume 2451 of Deeds on page 591, as document No. 2763805.

"6. That on or about October 27, 1953, the plaintiff, John W. Siler, completed negotiations for the purchase of lot 4, block 1, in Green Tree Valley subdivision, from the Read Investment Company, said lot 4 being contiguous to and south of lot 5, and on December 18, 1953, the Read Investment Company delivered a deed to the said John W. Siler for lot 4, block 1, and at the same time the defendant, Read Investment Company, delivered to the plaintiff a letter dated December 15, 1953, which provided as follows:

"`In order to clarify the future status of the land to the north immediately adjoining the lot you have purchased, known on the plat as lot 5, block 1, we herewith advise you as follows:

"`Our present plans are to submit a petition within the next few weeks asking that the 60 feet now designated as a street on the plat, between block 1 and block 2, be vacated, and revert to lot 5, block 1. In preliminary discussion with the municipal authorities concerned, we have been assured that such a petition would be treated favorably, and therefore we anticipate no difficulty. Assuming that at some future date the present water-utility source of supply is abandoned, then the 65 feet on which the present water plant stands will be joined to the land of the then vacated street and become a salable residential lot with an approximate frontage of over 125 feet, and we agree to give you the first opportunity to buy said lot.

"`If, however, we are unsuccessful in our petition to vacate, and the water plant is abandoned at some future date, this would leave a 65-foot strip of land adjoining your lot. In fairness to you, we agree that in such event we will give you first opportunity to buy such strip.

"`If the residents of Green Tree Valley form a water cooperative at some later time and acquire the water utility, then of course the ultimate disposition of the land becomes a matter for the members of the co-operative to determine. In addition to the foregoing and in connection therewith, I should like to emphasize the fact that the "restrictions and protective covenants" on record preclude the use of this property for any other purpose than residential or a water utility.

"`We believe that the foregoing is in accordance with our discussion as to the future use of property known as lot 5, block 1, Green Tree Valley subdivision.'

"7. That at no time prior to or at the date of delivery of the letter of December 15, 1953, was there any discussion between the parties as to the sales price of the property referred to in the letter of December 15, 1953.

"8. That at the time the Read Investment Company delivered the letter of December 15, 1953, and the deed dated December 18, 1953, for lot 4, block 1, to the plaintiff, there was located on lot 5, block 1, a utility plant and that the land immediately to the north of lot 5 was dedicated for street purposes.

"9. That the defendant, Read Investment Company, on November 1, 1954, wrote the plaintiff, John W. Siler, advising him that the said Read Investment Company had an opportunity to sell lot 5, block 1, including the street portion, and advised the plaintiff that before so doing the Read Investment Company was offering the plaintiff the opportunity to buy lot 5, block 1.

"10. That plaintiff through his attorney, in a letter dated November 9, 1954, rejected the offer refusing to buy the property for the reason that the water plant had not been abandoned as yet.

"11. That the Read Investment Company after receipt of the letter dated November 9, 1954, wherein the plaintiff through his attorney refused to purchase said lot 5, block 1, under its existing condition, including the land for vacated street, sold said lot 5, block 1, to defendant, Paul Rosenblatt, and a deed was given to Paul Rosenblatt for said property on December 16, 1954.

"12. That the defendant, Paul Rosenblatt, in compliance with the then existing zoning restrictions obtained approval of building plans from Read Investment Company and also obtained a building permit authorizing erection of a one-family residence.

"13. That since the commencement of this action twenty-one (21) owners of the lots located in Green Tree Valley subdivision, executed an amendment to the restrictions specifically authorizing the erection of a single-family dwelling on lot 5, block 1, in addition to the water utility thereon located."

The conclusions of law were as follows:

"1. That the letter of December 15, 1953, from the Read Investment Company to the plaintiff, John W. Siler, does not constitute a valid contract for the sale of lot 5, block 1, for the reason that said letter is not an enforceable contract because it lacks definiteness and certainty as to the price and the obligations of each of the parties.

"2. That the plaintiff, John W. Siler, has acquired no contract rights with respect to lot 5, block 1, Green Tree Valley subdivision, by reason of the letter dated December 15, 1953, and, therefore, there is no basis to compel the defendant, Read Investment Company, to convey to the plaintiff lot 5, block 1.

"3. That the addition to lot 5 of the area of the vacated street does not constitute a subdivision of the land.

"4. That the erection of a residence on lot 5, block 1, Green Tree Valley subdivision, is not contrary to the protective covenants and restrictions executed by Read Investment Company on January 8, 1948, and recorded in the office of the register of deeds for Milwaukee county, Wisconsin, on January 8, 1948, in volume 2451 of Deeds on page 591, as document No. 2763805.

"5. That the defendant, Paul Rosenblatt, may construct a single-family dwelling on said lot 5, block 1, Green Tree Valley subdivision."

Plaintiff's complaint was dismissed on its merits. From a judgment accordingly entered, plaintiff appeals.

FAIRCHILD, C.J.

A review of the record convinces us that the evidence clearly establishes that the letter of December 15, 1953, set forth in the statement of facts, did not create an enforceable agreement between the respondent, Read Investment Company, and the appellant. There can be found in that letter no basis for claiming an enforceable agreement. As it is upon that document that the appellant must rest his case with reference to specific performance, and because it does not meet with the requirements of a valid contract for the sale of land or an interest therein, his claim with respect thereto was properly disallowed. There is no expression of a consideration, nor is there any acknowledgment in writing by the respondent of terms on which such sale could be claimed. Sec. 240.08, Stats.

The findings of fact are supported by the evidence. It appears that on or about October 27, 1953, the respondent, Read Investment Company, and the plaintiff completed negotiations for the purchase and sale of lot 4, block 1. It appears that the appellant expressed some interest in lot 5, and the respondent Read Investment Company wrote the letter which is set out in the statement of facts. In the letter it will be noted there is reference to certain facts which were likely to have a bearing on the future status of lot 5, and at the request of appellant there was interlined in the letter, which had been typewritten, a longhand statement to the effect that the appellant was to be given the first opportunity to buy lot 5. The respondent Read Investment Company later received an offer from the defendant, Rosenblatt, to purchase lot 5. Rosenblatt was informed of the letter in which the respondent had said it would permit the appellant the first opportunity to purchase lot 5. It is a fact respondent did afford the appellant the opportunity to purchase the land described at the same price and upon the same terms and conditions as the defendant Rosenblatt had offered Read Investment Company. Rosenblatt's offer was then accepted. The premises were conveyed to him on December 16, 1954. Thereafter the appellant began this action, and after a motion for summary judgment was denied, appellant amended the complaint to read as it appears in the statement of facts. We find that no facts exist on which the claim of the appellant against the Read Investment Company can be maintained, and the judgment of the trial court in that respect must be affirmed.

With reference to the further contention that respondent Rosenblatt violated the restrictive covenants regulating the use of lot 5, the trial court ruled that no right of appellant was transgressed by building a residence on the land purchased by Rosenblatt. In treating with the facts in their relation to the claim of appellant, and interpreting the restrictive covenants, the trial court gave due weight to the elements necessary to be considered. In reaching his decision, he followed the settled rule governing construction of instruments of this nature, and in his consideration recognized the principles of law governing the construction of contracts. The interpretation must be upon the entire instrument and not upon disjointed or particular parts of it. It must be borne in mind that the office of judicial construction is not to make a contract conform to the wishes of a party manifesting itself after the agreement has been made, but to determine what was agreed and set forth in the instrument itself. Wisconsin Marine Fire Ins. Co. Bank v. Wilkin, 95 Wis. 111, 115, 116, 69 N.W. 354; 17 C.J.S., Contracts, p. 689, sec. 295; 12 Am. Jur., Contracts, p. 745, sec. 227.

The restrictions before us on this appeal are to be read in the light of the meaning intended by the immediately interested parties. Whether this lot in question was intended to be a residential lot on which a private dwelling may be erected must be determined from an examination of the provisions embodied in the document reciting the restrictions and protective covenants. Those restrictions were duly recorded, and reference to the controlling provisions will be made. There is no specific restriction with relation to the use to which lot 5, the lot in question, may be put. The restrictions do provide in paragraph 4 as follows:

"Nothing in this paragraph or in any other paragraph of these restrictions shall be construed to prevent the erection and maintenance of equipment and structures to house the necessary equipment used in the operation and maintenance of the proposed co-operative water system, as well as any other equipment owned, used, or maintained by the owners of the `Green Tree Valley' property for their joint use in the maintenance of lawns, parkways, highways, and the like."

The language employed must be considered in connection with the nature of the object to be accomplished. It must be read in the light of other provisions set forth in the instrument. Marshall Ilsley Bank v. Greene, 227 Wis. 155, 278 N.W. 425. There is a general agreement in texts and court opinions that the purpose to be accomplished set forth in the instrument is material to the ascertainment of that intention. The trial court, from a consideration of all terms and provisions in the restrictive covenants affecting the use to which the several lots may be put, held that the rights claimed by appellant were without foundation, and that he had no cause of action at law or in equity against the respondent. The use of lots in the Green Tree Valley subdivision is for residential purposes. All other building, unless particularly provided for, is excluded. The land is to be used for private residential purposes only, and no building of any kind whatever, except as provided for in the provisions, shall be erected or maintained thereon except private dwelling houses. That provision is stated in sec. 1 of the restrictions and protective covenants. In article 4, a provision is made for the housing of a water-system equipment, and that section reads as already stated. The appellant concedes that the evidence establishes that lot 5 has been used for the purpose of maintaining the water-utility building, and that two thirds of that building has been removed and only enough remains on the premises for the purpose of maintaining the water-pumping station. In the appellant's brief it is stated that "the plaintiff appellant agrees that the existence of this water-utility building on lot 5 is not inconsistent with the restrictions and covenants. Although it does not constitute a residence, as is provided in the restrictions and covenants, it does qualify as an exception to the residence rule." But this does not exclude a private residence and does not eliminate that lot from among those on which a dwelling complying with the restrictions may be erected. Respondent Rosenblatt has complied with that requirement. Sec. 6 of the restrictions contains the provision that "not more than one single-family dwelling and appurtenances shall be erected upon . . . each lot."

There are other questions raised by the appellant with relation to rulings during the trial. An examination of the record does not disclose any error.

During the trial there was received in evidence an exhibit containing an amendment of the covenants and restrictions. We do not consider it necessary to treat with that. It was calculated to render the service of making the assurance in the restrictions themselves doubly sure. The trial court in his findings refers to that amendment but does not base his decision upon it, and we see no occasion for further treatment of the matter. We agree with the trial court that the letter of December 15, 1953, conferred no rights upon appellant Siler; and that the zoning restrictions do not prevent the erection of a residence such as the evidence shows erected by respondent Rosenblatt.

By the Court. — Judgment affirmed.