Small v. Quincy

Mellen C. J. delivered flic opinion of ihe court. This case presents two questions. !. Was the parol evidence svltich was offered properly rejected ? 2. Were the judge’s construction of the contract and instructions to the jury correct and proper ? In considering these questions we shall reverse the order in which they were presented at the trial; that course appearing to bo the most direct and plain. The first inquiry then is, as to the nature and true construction of the written contract. The case presents as the evidence of the written promise »i each party to the other ; both, promises having beca made at [500] the same time, and together constituting one contract; and it seems to be an intelligible one, and easily understood. By its terms the plaintiffs were bound to sell and deliver to the defendants at Philadelphia, at least one thousand bushels of potatoes, at the agreed price ; but they were not bound to deliver more than three thousand bushels ; and the defendants on their part, were not bound to accept and receive less than one thousand jbushels ; nor more than three thousand. These were the respective rights of the parties according to the written contract. The plaintiffs were to do. the first act by delivering or tendering the potatoes at the place appointed; and our opinion is, that they were not obliged to determine as to the quantity they intended to deliver, until the arrival of the vessel at Philadelphia. They reserved to themselves an option as to the quantity, within the stipulated limits ; and surely they are not accountable for anything more than a performance of their contract with the defendants ; or chargeable with any wrong for declining to name the quantity they intended to ship and deliver. Osborn's answer was, in the words of the contract, “ from one to three thousand bushels.” As by the terms of the contract tho option or election was given to the plaintiffs with respect to quantity, we do not perceive why they might not lawfully make use of it. We are therefore of opinion, that the construction which was giveijby the judge to the contract, was the true one; and that his instructions to the jury were correct, inasmuch as the plaintiffs had fairly performed their part of the contract by seasonably shipping the potatoes to Philadelphia, and there offering to deliver to the agent of the defendants a quantity, a little short, of three thousand bushels. The defendants were bound to receive them, though the price had recently fallen. In this view of the cause the verdict is right. Our next inquiry is, whether the parol evidence offered by the defendants ought to have been admitted. The evidence offered was to prove, that at the time of making the contract, there was a further agreement (not reduced to writing) that the plaintiffs should inform the defendants at the time of shipping the potatoes, the precise quantity they intended to deliver; and that the written [501] contract was drawn in the manner it was executed, because the quantity couid not then be ascertained. This is not a case of an additional parol agreement, made subsequently to the written contract ; and so we need not examine it in that point of view. In the case before us the parol agreement, offered to be proved, was prior to the signature and completion of the written agreement. The defendants’ motion to introduce this evidence ex pressly discloses this fact. We apprehend, that parol proof is not admissible to contradict or vary a contract made by deed or other writing. The authorities to this point are numerous and decisive. The principle is so well settled, that it must not be disturbed. We refer generally only to the cases which have been cited by the plaintiffs’ counsel — though we may notice some others particularly in the course of this opinion. It is clear, that the proposed proof goes directly to vary and contradict the defendants’ agreement ; because it is to shew that the plaintiffs had not a right to deliver to the defendants at Philadelphia any quantity of potatoes between one and three thousand bushels, and receive the stipulated price for them; and that they were not bound there to receive any greater quantity than should be named to them by the plaintiffs at. Portland. The offered proof goes essentially to vary the written agreement, by-taking from the plaintiffs the right ujMectioii, which they reserved to themselves, of judging of the market on their arrival at the place of delivery. Besides, if the evidence is not intended to contradict or vary the w ritten agreement, why is it offered ? It is said it is only to explain it, ; — but does it need any explanation ? Is there any latent ambiguity? The motion to introduce this proof'is not predicated on any such idea; no such idea exists. The agreement, which was carefully drawn up by one of the defendants, is perfectly plain, intelligible, and free from all pro fence of ambiguity; not even a mistake is suggested ; but according to the report, the fact which the defendants wished to prove by parol was intentionally omitted in the written contract. The most important case, as to the question wo are now considering is, that of Stackpole v. Arnold, before mentioned; as it eon talus a review of some preceding cases, and professes to settle [502] the law on the subject, and has been since so recognized. It was decided in the year 1814, and has ever since that time been considered as a decisive authority in Massachusetts and this' State. It has narrowed the generality of the language of the court in the case of Hunt v. Adams 6 Mass. 519, and also in the case of Barker v. Prentiss 6 Mass. 439. In the former of those cases, Parsons C. J. intimates, that where the whole contract is not reduced to writing, parol evidence may be admitted to prove the part omitted ; but when the same cause came before the court again, as reported in 7 Mass. 518, the court distinctly decided, that parol evidence was inadmissible and incompetent to control the effect of a written contract ; and the only exceptions to the rule, are cases of latent ambiguity and of peculiar usages, which are bylaw considered as always referred to. Sewall J. in delivering the opinion of the court uses this strong and clear language. “ When a contract has been stated in a writing assented to and signed by the parties concerned, and that continues in being and under the control of the party relying on it, evidence of other parol agreements, would be a rejection of that evidence which is necessarily the best.” The court in giving their opinion in Stackpole v. Arnold, allude to and confirm this decision in the case of Hunt v. Adams, and state that Parsons C. J. participated in it and they also restrict the decision in Barker v. Prentiss ; and evidently seem disposed to confine it to cases exactly similar to that. The decision in Stackpole v. Arnold is full and direct, that generally parol testimony is not to be received to contradict, vary or materially affect by way of explanation, any written contract, provided the same is perfect in itself, and is capable of a clear and intelligible exposition from the terms of which it is composed. See also Preston v. Merceau 2 Wm. Bl. 1249, and Coker v. Guy 2 Bos. & Pul. 565. Independently of the cases above cited and commented upon, it would seem to be a complete abolition of the rule of law, which excludes parol proof where a contract is reduced to writing, to allow the introduction of such proof on the principle that the whole contract was embraced in the writing ; it would open a door, through which evidence might enter, that would do away [503] ihe whole eifect of the written contract, which contract the law presumes was all reduced to writing.- — So say the court in Stackpole v. Arnold. We are, for the reasons above assigned, of opinion, that the evidence which was offered and rejected, war. not by law admissible, and we arc therefore all agreed that there must be Judgment on the. verdict.