James Leffel Co. v. Hall

Walker, J., after stating the case: There is a suggestion in defendant’s brief of fraud on the part of the plaintiffs, but we have failed to find any evidence of it in the case. The agreement was not that the plaintiffs would allow the defendant the value of the old engine, but that, after examining it and knowing its then condition, they would offer him such a price for it as they could afford to give under the circumstances. It was left to them to fix the price that they would be willing to pay, and there was no promise by them to pay its value as fixed by the defendant or any one else, or by the jury. If the defendant wanted any such offer, he should have stipulated for it in language susceptible of that meaning. We cannot make the contract for the parties, but can only construe that which they have made for themselves. We find it expressly stated in the case that the property was shipped to the plaintiffs subject to their inspection, and if the parties could agree upon the price, it should be credited upon the note for $318. This certainly is not a contract to pay the value of the engine, the amount to be left open for future determination, but a: definite sum to be agreed upon. The minds of the parties must *409 meet upon one and the same thing, and the meaning of their contract must be ascertained from its words, and the mutual agreement of the parties, and not merely from the intention, belief, or understanding of one of them. Bailey v. Rutjes, 86 N. C., 517; Pendleton v. Jones, 82 N. C., 249; Brunhild v. Freeman, 77 N. C., 128; King v. Phillips, 94 N. C., 558; Hedgepeth v. Rose, 95 N. C., 41; Wilson v. Scarboro, 163 N. C., 380. “A contract, express or implied, executed or executory, results from the concurrence of minds of two or more persons, and its legal consequences are not dependent upon the impressions or understandings of one alone of the parties to it. It is not what either thinks, but what both agree.” Prince v. McRae, 84 N. C., 614. “It is not the understanding, but the agreement of the parties that controls, unless that understanding is in some way expressed in the agreement. Even if the*defendant had clearly shown that it so understood the agreement, it will not do, as the court proceeds not upon the understanding of one of the parties, but upon the agreement of both. No principle is better settled.” Lumber Co. v. Lumber Co., 137 N. C., 431. The court, therefore, properly refused to submit the issues tendered by the defendant as to the value of the engine, as there was no evidence to support them, and the other exceptions must be overruled for the same reason. No error.