The intention of the parties to an assignment is determined by looking at the circumstances surrounding the assignment[i]. Evidence of the circumstances are admissible proof of the intention of the parties. However, in an suit based on a written assignment by an assignee against the debtor, declarations of the assignor made prior to the written assignment cannot be taken as proof of an oral assignment of the same claim to others.[ii]
In Truett v. Adams, 66 Cal. 218 (Cal. 1884), the action was one for recovery of an undivided interest in land. Both the plaintiff and the defendant claimed title over a particular part. The person who granted the land to the plaintiff bought the property from a real owner. The descriptive portion of the property in the document described the property as: all land excepting a block of land with a particular name. The dispute is with regard to that land with a particular name. There was ambiguity with respect to the boundaries of the land. The trial court found in defendant’s favor. The court denied plaintiff’s claim on the ground that the property by that name did not pass to the grantor of the plaintiff. Therefore the grantor cannot convey to the plaintiff a property which he did not own. On appeal, the trial court judgment was affirmed. When there is ambiguity regarding boundaries in the document, the act of the parties in interest should be observed. The evidence as to the long term use of a particular line as a boundary shall be given weight.
When there is ambiguity in the language of a contract, the intention of the parties to a contract should be ascertained first[iii]. While ascertaining the intention of the parties, the court has to place itself in the position of the parties to the contract to the extent possible. The court should then analyze the circumstances based on its understanding and should interpret the substance of the contract.
[i] McCloskey v. Tierney, 141 Cal. 101 (Cal 1903)
[ii] Coastal Commercial Corp. v. Samuel Kosoff & Sons, Inc., 10 A.D.2d 372 (N.Y. App. Div. 4th Dep’t 1960)
[iii] Truett v. Adams, 66 Cal. 218 (Cal. 1884)