Cullmans v. Lindsay

Mr. Justice Clark delivered the opinion of the Court This suit was brought to recover the contract price of a certain lot of tobacco, sold by the plaintiffs to the defendants. At the time of the purchase, an agreement partly printed, and partly written, was executed as follows :— “ April 18th, 1883.” “This is to certify that I have this day sold my interest in two acres of tobacco to A. S. Rosenbaum & Co. First wrappers at 14 cents; second wrappers at 4 cents; seconds at 4 cents; fillers at 3 cents; to be well selected and free of all damage, such as hail-cut, shed-burnt, fat stems, ragged tobacco, or water casing, and to be delivered in merchantable order, not before the 24th day of April next, at their warehouse. N. S. Lindsay.” In the making of this contract, Robert K. Lindsay represented the plaintiffs, and William Morin the defendants. It is alleged, and at the trial evidence was introduced to show that tins instrument did not contain the precise agreement of the parties.. It is contended on part of the plaintiffs that the written agreement was made by filling up a printed form, generally used in the purchase of tobacco upon the poles, in the process of curing, whereas, the transaction in hand was in fact a purchase of cured tobacco, stored in a cellar, where every facility was afforded for inspection of the article as to its quality and [170] 'condition ; that the whole lot was thrown open to examination, and was actually purchased upon inspection; that Lire clause in the contract relating to its quality and condition was objected to on part of the plaintiff’s agent, and the contract was subsequently signed, upon the express promise and agreement of the defendant’s agent, that the clause in question should not affect the transaction, but upon delivery of the tobacco, as it then was, the money would be paid at the prices expressed in the contract. No principle is better settled, as we said in Juniata Building Association v. Hetzel, 7 Out., 507; “than that parol evidence is admissible to show a verbal cotemporaneous agreenfent, which induced the execution of a written obligation, though it may vary or change the terms of the written contract.” “ That a written agreement may be modified, explained, reformed, or altogether set aside, by parol evidence of an oral promise or undertaking material to the subject matter of the contract, made by one of the parties at the time of the execution of the writing, and which induced the other party to put his name to it, must now be regarded as a principle of law so well settled as to preclude discussion: Walker v. France, 17 W. N. C., 313; See also, Greenawalt v. Kohne, 85 Penn. St., 369; Barclay v. Wainwright, 86 Penn. St., 191. It was competent, therefore, for the plaintiffs in this case, to introduce evidence to show, that it was the parol promise referred to, which induced Robert K. Lindsay, their agent, to put his name to the contract; although the effect of the evidence undoubtedly is, by parol proof, to alter the terms of a written instrument. For although the original design of the defendants’ agent may have been honest, it is a fraud in the defendants, in order to procure an unfair advantage, subsequently to deny the parol qualification, upon the faith of which the contract was made; evidence as to the real intent of.the parties, at the time, therefore, becomes admissible: Lippincott v. Whitman, 83 Penn. St., 244. The parol evidence, however, which will be effective to reform a written instrument, in such a case, must, it is said, be clear, precise, and indubitable; that is to say, it must carry clear conviction to the minds of the jurors, that the witnesses are credible, that the facts are distinctly remembered, and are truly and accurately stated ; and to the mind of the court, that if the facts alleged are true, the matters in issue are definitely and distinctly established: Spencer v. Colt, 8 Norris, 314. The testimony in this ease was certainly such as justified the submission; if the facts are as they are stated by Robert K. Lindsay, and James Lindsay, it is clear, that the written paper did not contain the contract of the parties, and that the [171] writing was signed, under the inducement of the accompanying parol promise; the veracity and accuracy of the witnesses, and the conflict in the evidence were of course wholly for the jury. But the fact, whether or not the parol promise was the inducing cause of the execution of the written contract, especially when the mental purpose is not at the time expressed, is, in general, an inference to be drawn from the facts. These facts are to be exhibited in the proofs, and the work of inference is for the jury. Where a party is charged with the commission of an act, with a particular intent, he may testify what his intention was; but he cannot testify to the undisclosed purpose of his mind, or declare a mental reservation to nullify the express words of his contract: Juniata Build. Ass’n. v. Hetzel, 7 Out., 507. Or, as was said in substance in Spencer v. Colt, 89 Penn. St., 314, “ the unexpressed intent, motive, or belief existing in one party’s mind, at the execution of a contract, cannot aid the jury in ascertaining whether the language or conduct of the other party had been such as to create that intent, motive, or belief; the parties may often have different impressions, as to its effect upon their respective interests, and therefore the thoughts of one canuot be proved to bind the other. At the trial, the following question was propounded by the plaintiffs, to Robert K. Lindsay, their own witness:— “ Q. Were his declarations, that this contract amounted to nothing and meant nothing, and that the tobacco would be paid for, as he bought it on sight, was that an inducement to you to sign the contract ? (Objected to ; objection overruled, and exceptions). §. The witness said that he would accept nothing under that contract; and Morin said/this contract means nothing; I bought this tobacco on sight, and you will be paid for it; was that an inducement to you to sign the contract? A. That was the only inducement he could have bought it on, or any one else, — no other way.” The answer to this question may have had but little effect on the determination of the cause by the jury — we cannot know certainly, what did influence the jury in the finding; but as it was received against the objection of the defendant, and is assigned for error here, we cannot disregard it upon the mere supposition or conjecture, that it did no harm. The admission of this answer was clear error, and upon this ground the judgment must be reversed. We find no other error upon this record but upon the second assignment the, Judgment is reversed, and venire facias de novo awarded.