least, words are poor vehicles for the transference of thought from one mind to another. The problem of interpretation is one of the necessary and continuing problems in all legal systems. The following cases are not inserted with a view of developing the subject. They are included merely for the purpose of further illustrating the existence of the problem and of showing some of the difficulties attendant upon its solution. It may be said that every decision of a court involves, in one way or another, some aspect of this problem. DAVISON CHEMICAL CO. OF BALTIMORE COUNTY v. BAUGH (Court of Appeals of Maryland, 1918. 133 Md. 203, 104 Atl. 404, 3 A. L. R. 1.) Suit by the Baugh Chemical Company of Baltimore County against the Davison Chemical Company of Baltimore County. From a decree for plaintiff, defendant appeals. THOMAS, J. The appellee, the Baugh Chemical Company of Baltimore County, plaintiff below, is a corporation engaged in the manufacture of acid phosphate, and its plant is located in Baltimore county, Md., and the appellant, the Davison Chemical Company of Baltimore County, is a corporation engaged in the manufacture of sulphuric acid, and its plant is also located in Baltimore county. The chief materials used in the manufacture of acid phosphate, the product of plaintiff's plant, are sulphuric acid and phosphate rock, and for a number of years prior to the year 1913, the plaintiff had purchased the sulphuric acid required in the manufacture of its acid phosphate from the defendant. Sulphuric acid is made from sulphur, and originally, or in the early days, the raw material employed in the manufacture of that acid was native sulphur or brimstone. After the discovery of the sulphur bearing ore called pyrites, containing about 50 per cent. of sulphur, it became the raw material generally used in the manufacture of sulphuric acid, particularly the low grade of acid used in the making of acid phosphate. Just when this change from brimstone to - pyrites took place is not definitely fixed by the evidence in the case, but the lower court in its opinion stated that it was between 1880 and 1890. The chief supply of pyrites was imported from Spain, the supply from the Canadian mines and mines in this country being very small, and those mines were generally owned or controlled and their product consumed by companies engaged in the manufacture of acid or acid phosphate. In the early part of 1913, the plaintiff and defendant began negotiations for the purchase and sale of sulphuric acid, which resulted in a contract executed by them the 28th day of April, 1913, by which the plaintiff purchased from the defendant from 30,000 to 50,000 tons, of 2,000 pounds each, of sulphuric acid per year, of the quality designated "chamber acid ranging from 50 degrees to 54 degrees Beaume, to be delivered at the plaintiff's works at Canton, or to Baugh & Sons Company, Norfolk, Va., for a period of five years beginning January 1, 1913, and ending December 31, 1917, for the sum of $5.75 per ton. The contract provided that the plaintiff should declare on the 2d of January of each year what amount in excess of the minimum amount cf 30,000 tons it would take that year, and that the deliveries of sul phuric acid should be made as nearly as possible in equal weekly installments, and also contained the following provisions : "Fire, accident or strike, in the work of any of the parties herein mentioned; obstruction to navigation, accident to acid, barges, war, insurrections or other uncontrollable causes rendering buyers unable to receive or sellers unable to deliver, shall be good and sufficient reasons to make this contract inoperative during the period of necessary repairs, reconstructions, or continuance of the difficulties." Immediately following the execution of the contract, the price fixed thereby was by agreement reduced to $5 per ton. In pursuance of the provisions of the contract, the plaintiff elected to take 50 tons of acid per year, and it appears that the deliveries of the acid were accordingly and regularly made by the defendant during the years 1913 and 1914 and until some time early in the year 1915. During the year 1915, the defendant failed to make full deliveries to the plaintiff, and on the 10th of November, 1916, the plaintiff brought suit at law against the defendant to recover damages for the non-delivery of acid in accordance with its contract up to and including June, 1916. * * * Interference with the importation of pyrites caused by the war, and which had diminished the normal supply during the year 1915, had largely abated during the fall of 1916 and the early part of 1917, and by reason thereof, and the extra efforts made by the defendant in anticipation of difficulty in obtaining the ore, it had, in March, 1917, accumulated at its plant about forty-eight thousand tons. About that time, however, just preceding the entrance of this country into the war, the interference with navigation occasioned by the German U-boat campaign became very serious. The companies with which the defendant had contracted for delivery of the ore, and whose contracts contained a clause similar to the clause in the contract between the plaintiff and the defendant which we have quoted, notified the defendant that they would be compelled to suspend deliveries. After receiving this notice, and after making efforts to secure further deliveries of ore from the parties with whom it had contracted and from other sources, the defendant notified the plaintiff and all others with whom it had contracts for delivery of sulphuric acid that after the exhaustion of its accumulated stock of pyrites it would not be able to make deliveries of the acid contracted for, and would have to take advantage of the clause in its contract with the plaintiff authorizing a suspension of deliveries. At the same time the defendant stated that it would continue its efforts to secure pyrites, and continue to deliver to them their proportion of acid from any pyrites that it might be able. to obtain, and offered to install in its plant brimstone burners, and to furnish the plaintiff and other parties to whom it had contracted to furnish acid, with brimstone acid, provided they would agree to pay the increased cost of the brimstone acid delivered in lieu of acid made from pyrites. All of the parties with whom the defendant contracted accepted the offer of the defendant and entered into agreements accordingly except the plaintiff, and on the 25th of September, 1917, the plaintiff filed in the court below a bill of complaint against the defendant. * * * On the same day the court passed an order, directing a preliminary injunction to be issued, requiring the defendant to "proceed forthwith to fulfill the contract between the complainant and the defendant. * * B.& B.BUS.LAW-10 The defense relied on by the appellant is that under its contract with the plaintiff of April 28, 1913, it was not required to deliver acid made from brimstone, and that it was unable by reason of the war to obtain the necessary amount of pyrites to fulfill its contract with the plaintiff and other parties with whom it had contracted to deliver acid or acid phosphate, it was entitled, under the provision we have quoted, to suspend the deliveries of acid to the plaintiff to the extent of its inability to secure pyrites. *** The learned court below took the view that by reason of the conflict in the testimony as to the meaning of the words "chamber acid" the evidence produced by the defendant was not sufficient to establish a usage and to show that the trade meaning of the words "chamber acid" was acid produced from pyrites. * * * It is apparent that the first and important question in the case involves the construction of the contract between the plaintiff and defendant of April 28, 1913. A large part of the evidence was offered for the purpose of showing the meaning of the words "chamber acid." The witnesses produced by the plaintiff testified that they mean acid manufactured by the chamber process from either pyrites or brimstone, while the evidence offered by the defendant tends to show that at the time the contract of 1913 was executed they were generally understood by those engaged in the manufacture or sale of acid and acid phosphate to mean the low grade of acid manufactured from pyrites by the chamber process. The precise question, however, to be determined is, What is the meaning of the words "chamber acid" as used in the contract between the plaintiff and defendant? In the case of Saunders Co. v. Ducker, 116 Md. 474, 82 Atl. 154. Ann. Cas. 1913C, 817, this court said: "It is an established canon of construction that: 'In order to arrive at the intention of the parties, the contract itself must be read in the light of the circumstances under which it was entered into. General or indefinite terms employed in the contract may be thus explained or restricted as to their meaning and application; and the contract must be so constructed as to give it such effect and none other, as the parties intended at the time it was made.'" Contracts "must receive a reasonable construction so as to give effect to the intention of the parties thereto, and so as to carry out rather than defeat the purposes for which they were executed. They should neither, on the one hand, be so narrowly or technically interpreted as to frustrate their obvious design; nor, on the other hand, so loosely or inartificially as to relieve the obligor from a liability fairly within the scope or spirit of their term." And in the case of Schlens v. Poe, 128 Md. 352, 97 Atl. 649, the court said: "It is therefore the duty of the court to construe them (resolutions) -to ascertain the intention of the parties-and that intention must be gathered from the language of the resolution read in the light of the circumstances existing at the time. The rule of construction, as stated in Nash v. Towne, 5 Wall. 699, 18 L. Ed. 527, is this: 'Courts, in the construction of contracts, look to the language employed, the subject-matter, and the surrounding circumstances. They are never shut out from the same light which the parties enjoyed when the contract was executed, and, in that view, they are entitled to place themselves in the same situation as the parties who made the contract, so as to view the circumstances as they viewed them, and so as to judge of the meaning of the words and the correct application of the language to the things described.'" The evidence in the case shows that in 1913 the defendant had been furnishing the plaintiff the acid used in the manufacture of its acid phosphate for a great many years; that with one or two minor exceptions sulphuric acid of the quality used in the manufacture of acid phosphate, and sold for that purpose, was made from pyrites ore, which contains about 50 per cent. of sulphur, by the process known as the chamber process, and that only about 5 per cent. of the brimstone or sulphur sold in this country was used for acid making, and that that per cent. of brimstone employed in making acid was used in the production of what was known as a high grade acid or brimstone acid, which was used for purposes other than the manufacture of acid phosphate. Dr. Grosvenor, one of the plaintiff's witnesses, testified that in 1913 the amount of brimstone or sulphur used in the manufacture of sulphuric acid was only about 5 per cent. of the raw material used for that purpose. The evidence further shows that the cost of the brimstone or sulphur in 1913 was about $22.50 per ton, while the cost of pyrites containing an equal amount of sulphur was about $11 a ton. and that the cost of the brimstone required to make one ton of acid was $5.15, while the cost of the pyrites necessary to make one ton of acid was $2.60 a ton. The undisputed evidence also shows that the officers of the plaintiff were at the time considering the advisability of manufacturing the sulphuric acid necessary for its own plant, and knew what it would cost to produce it, and that they were familiar with the construction of the defendant's plant, and knew that it was at that time only adapted to the production of sulphuric acid from pyrites. In view of this evidence it is impossible to escape the conclusion that when the plaintiff and defendant used the words "chamber acid" to describe the subject-matter of their contract, they did not refer to acid made from brimstone, which they both knew the defendant could not produce in its plant as then constructed, and could not furnish at the contract price of $5 per ton. Whether, therefore, strictly and technically speaking, chamber acid may be said to include acid made by the chamber process from either pyrites or brimstone, if we are to give effect to the well-established canon of construction to which we have referred, arriving at the intention of the parties, it would seem reasonably clear that the contract referred to the kind of sulphuric acid that was almost universally employed in the manufacture of acid phosphate, and to the production of which the defendant's plant was adapted, and which alone the defendant could have furnished at the price agreed upon. It would be giving the contract a strained and unreasonable construction to assume that the defendant obligated itself to deliver 50 tons of brimstone acid per year, through a period of five years and commencing at a date anterior to the date of the contract when it knew and the plaintiff knew it could not do so except at a loss per ton equal to about one-half of the price agreed upon. * * *. It follows from what we have said that the preliminary injunction should have been dissolved, and we must therefore reverse the decree from which this appeal was taken. If the Legislature had enacted a statute imposing a tax on all sales of sulphuric acid, would acid manufactured from pyrites and from brimstone each be taxed, or would acid manufactured from pyrites alone be taxed? INGERSOLL-RAND CO. v. UNITED STATES FIDELITY & GUARANTY CO. (Court of Errors and Appeals of New Jersey, 1918. 92 N. J. Law, 403, 105 Atl. 236.) Suit by the Ingersoll-Rand Company, a corporation, against the United States Fidelity & Guaranty Company. Judgment for defendant, and plaintiff appeals. TRENCHARD, J. The Ingersoll-Rand Company, the plaintiff below, sued to recover the value of certain machinery which it claimed was its property and was wrongly converted by the defendant to its use. The record disclosed the following situation: Prendergast & Clarkson had a contract with the United States government for the building of the Shoshone dam at Cody, Wyo. They needed certain machinery for use in this work. The plaintiff, in writing, proposed to furnish them an Ingersoll-Rand air compressor "of the size and dimensions. as set forth in the attached specifications," together with various other machines and appliances in the proposal described, at a price of $13,001, upon "terms one-third cash on shipment, one-third 60 days thereafter, and the balance 120 days after shipment." This proposal was signed by the plaintiff, and following the signature is: "Accepted February 24, 1906. Prendergast & Clarkson, by T. J. Prendergast, President." To this contract was attached certain unsigned specifications which concluded with a statement that the title and right of possession to the compressor "remains in the Rand Drill Company until the compressor has been fully paid for in cash." A part of the machinery thus sold (including the compressor) was delivered to Prendergast & Clarkson at Cody, and was used by them in their work on the dam. Later, by reason of a washout at the dam, they defaulted on their contract, and the United States government, pursuant to its contract rights, took possession of all the machinery and appliances on the ground, among others, those which are the basis of this suit, being a part of that furnished by the plaintiff, and then called on the defendant company (which was surety for the performance of the dam contract) to do the work of construction. At the same time the government, in supposed compliance with the defendant surety company's contract rights, turned over to the defendant the machinery and appliances thus taken into possession. Inasmuch as the plaintiff had not been paid in full for this property, it brought this suit, which is based upon the claim that title to the property did not pass until the whole purchase money was paid. The trial judge, sitting at the Hudson circuit without a jury, found for the defendant, and the plaintiff appeals. We are of the opinion that the judgment must be affirmed. Of course, if we look only at the contract for the sale of this machinery (without regard to the specifications), there can be no doubt that the title passed to the purchaser upon delivery. The question which the case presents is, however, whether the unsigned annexed specifications, taken in connection with the contract itself, were operative to retain the title in the plaintiff, for the rule is that unsigned specifications, not contained in the contract nor in terms made a part thereof by the contract itself, but referred to therein and annexed thereto, must be construed therewith. * * * But it is also the rule that, where the specifications are referred to |