Soudan Planting Co. v. Stevenson

Hill, C. J., (after stating the facts). Counsel for the respective sides have cited the court to a wealth of authorities sustaining their positions. But, when the cases are examined and the positions analyzed, there is found to be no great difference between counsel as to the principles of law controlling the case, the difficulty being -in their application to the facts in hand. Eor instance, counsel for appellees contend that what is necessarily implied from a contract is as much a part of the contract as that which is written' therein. Counsel for appellant admits this, but differs as to what is necessarily implied in this contract. That it was the expectation of both parties to this contract that the payments should be made from the cotton raised upon the Soudan and Westwood places is apparent, and that is conceded by appellant. But whether it was the intention of the parties to the contract that the payments should be made from this cotton alone is quite a different question. Taking the contract as originally drafted, there is nothing which shows any intention to contract for delivery from the plantations alone. Appellees principally base their claim to the insertion in the contract of such intention from the letter of Mr. Banks requesting that, in case delivery is hindered by bad weather, scarcity of pickers and other circumstances, time be extended, and point out that the letter shows on its face that it was the intention of the parties that the cotton on the place should be the cotton delivered; that the letter, reasonably construed, would mean that Mr. Banks had in mind that the cotton on this place should be delivered in payment of the contract is evident. And it is further evident that Mr. Henry Banks and Mr. Rodgers had talked over the subject of delivery from the places in payment of the contract. But Mr. Banks does not request in this letter that such an important matter be inserted in the contract; nor does Mr. Rodgers request it. The purpose of the letter was to secure indulgence in time of payment under certain contingencies. This indulgence Mr. Rodgers consented to. This was the point and extent of the negotiation. The negotiation ended in the insertion of the clause in question. This negotiation brought that clause into the contract and nothing more. There is an implication in the letter that the cotton was to be delivered from the Soudan and Westwood places. But that implication is not carried into the contract at the instance of either party, and it is not a necessary implication to be drawn from the contract itself. It is said that the motive and inducement to Mr. Rodgers to'enter into this contract was the certainty of getting the grade and quality of cotton from Soudan which would bring better prices than the ordinary cotton on the Marianna market. And parol testimony tending to show that such was the inducing clause to him entering into this agreement was introduced. The Supreme Court of the United States has said: “It is, hqpvever, not to be doubted that there is a clear distinction sometimes between the motive that may induce to entering into a contract and the consideration of the contract. Nothing is consideration that is not regarded as such by both parties. It is the price voluntarily paid for a promisor’s undertaking. An expectation of results often leads to the formation of a contract, but neither the expectation nor the result is the cause or meritorious occasion requiring a mutual recompense in fact or in law’.” Philpot v. Gruninger, 14 Wall. 570. It is not made a part of the consideration of this contract that the cotton delivered under it should be raised on the Soudan and Westwood places. A mere motive or inducing cause tq the contract, not having been placed in the contract by the parties, became no part of it, and the court should not insert for them something which they did not insert for themselves. That it was the intention of both parties that cotton from these plantations should be 'delivered in fulfillment of the contract is strongly urged, and it is insisted that such intention, shown by the parol testimony and the correspondence, should be written into the contract itself.. This contention cannot be better answered than by Judge Sanborn, in speaking for the Federal Court of Appeals for the Eight Circuit, where he said: ascertain the intention of the parties; and that this contract should be interpreted to effect this intent. The answer is.that, while ambiguous terms and doubtful stipulations may be interpreted to carry out the intention of the parties when they fairly evidence it, their secret intention cannot be imported into contracts whose terms and meaning are plain and unambiguous, and do not express it. It is only the intention of the parties which the contract itself expresses that the courts may enforce. To give effect to the intention of the parties which the defendant now alleges would be to ascribe to them a purpose, and to make and enforce for them a contract, which their writings neither express nor suggest; and this is beyond the province of the courts.” Citing many authorities. Cold Blast Transp. Co. v. Kansas City B. & N. Co., 114 Fed. 77, 57 L. R. A. 696. “It is said that the intention of the parties was to make an agreement that the plaintiff should sell and deliver, and the defendant should buy, all the articles of the character specified in.the offer which should be needed or required by its business between October 27, 1898, and June 1, 1899; that the purpose of the construction and interpretation of contracts is to It is urged that there is ambiguity in this contract in the use of the term “cotton,” and that, owing to this ambiguity, patrol evidence should be let in to ascertain what cotton was intended. It is plain, under the evidence in this case, that the term “cotton” is susceptible to many meanings. Cotton ranges in grade and quality from long staple, which brings a premium frequently many cents above the average, to “dog-tail,” which is a poor grade and of little value. But the question in this case is not as to the meaning of the term “cotton” generally, but is whether the parties contracted that the payments should be made with the identical cotton raised upon these two plantations. If the parties contracted that the payments should be made from cotton raised upon these plantations, then the grade and quality of the cotton is immaterial. If they did not contract for the cotton to be delivered from these plantations, then the grade and quality of the cotton contemplated by the contract does become material, and, that being unexpressed, the parties are left to a judicial determination of what the term “cotton” would mean under the contract. Without anything to indicate some particular grade or quality of the cotton, necessarily it would mean cotton of the average grade and quality at the time and place of delivery. It is insisted that the letter of Rem Banks should be construed as a part of the contract itself. But that argument is not sound, for all antecedent negotiations, whether oral or written, are deemed to be merged into the written contract which covers the subject-matter of the antecedent negotiation, when such contract is free of ambiguity itself. Lower v. Hickman, 80 Ark. 505, and cases therein cited. The essential part of that letter has been merged into the contract in express terms, and the other part of it — that is, the implication that the cotton was to come from the Soudan and Westwood places— being left out, the inference to be drawn is that if was intentionally left out. There is no attempt made in this case to reform the contract on ground of fraud, accident or mistake, so as to insert therein a clause to the effect that the cotton was to be grown upon these plantations, and, even if it was attempted, the effort would fail because the evidence lacks that clear, unequivocal and decisive quality which is necessary to prove the omitted matter before a written instrument will be reformed. McGuigan v. Gaines, 71 Ark. 614; Goerke v. Rodgers, 75 Ark. 72. Both parties quote approvingly from Forsyth Mfg. Co. v. Castlen, 37 S. E. 485. The case is much in point. It grew out of a contract between a manufacturing company and a planter. The manufacturing company agreed to pay the planter six -cents per pound for one hundred and fifty bales of lint cotton, to be delivered at its warehouse in good merchantable condition at certain times therein designated. The planter agreed to deliver the cotton at the times and places designated. The planter tendered to the manufacturing company sufficient cotton to fulfill his contract, but all the cotton was not raised upon his place, and six bales raised upon his place were sold elsewhere. The company refused to receive the bales raised upon land not belonging to the planter. The court said “It is clear from the evidence in this case that it was the intention of the parties that there should be an actual delivery of cotton, and it is to be inferred from the testimony that at the time the contract was entered into both parties to the contract expected that Castlen (the planter) would comply with his contract by .the delivery of cotton raised -on his lands. This was not, however, made a stipulation in the contract, and the fact that for some reason Castlen was unable to comply w-ith -his contract with cotton procured from this source would not prevent him from purchasing in the market cotton sufficient to-comply with his contract.” It was contended there, as it is here, that parol testimony was admissible for the purpose of removing ambiguity from the contract, and the court said: “It appears from the authorities above cited, in order- to render parol evidence admissible for the purpose of making complete an incomplete contract, the fact that the contract is incomplete must appear upon the face of the contract by reason of a patent ambiguity, or, although apparently complete on its face, in the light of evidence showing the circumstances surrounding the parties at the time the contract was executed a latent ambiguity is made to appear.” Again the court said: “The contract between the parties evidenced by the writing calls for a certain number of bales of cotton of a certain description, and for no particular cotton. It is clear that, so far as the terms of the contract are concerned, the parties did' not intend that the plaintiff should be limited to cotton raised by him. It was a plain and unambiguous contract -for the delivery of any cotton answering to the description specified in the contract which the plaintiff might see fit to offer to the defendant at the times specified' in the contract. Such being the legal effect of the paper, parol evidence tending to show that the real contract was that the cotton was raised on the land of the plaintiff contradicted and varied and altered the very terms of the written instrument. There being no patent ambiguity in the contract, of course parol evidence was not admissible on the ground that such an ambiguity might be explained. Evidence showing that it was the intention of the parties to make a contract whereby plaintiff should be confined to cotton raised on his own lands did not raise a latent ambiguity, but 'directly impeached an unambiguous instrument. If such evidence could be held to raise a latent ambiguity, then the rule prohibiting the introduction of parol evidence would be, in effect, abrogated. I'f such was the intention of the parties, and this was omitted from the contract by fraud, accident or mistake, of course the defendant would have a right in a court of equity to reform the contract, but he cannot in a court be allowed in this manner to contradict the terms of a plain, unambiguous paper by parol evidence.” The reasoning -in this case is peculiarly applicable here, and is considered sound. The result of these views is that the judgment must be reversed, and the cause dismissed.