Galpin v. Atwater

Ellsworth, J. In the argument of this case the counsel for the plaintiff fully admitted the correctness of the rule that whenever parties enter into an agreement and reduce the agreement to writing, the writing must be held to merge the preceding negotiation, and be taken as the exclusive evidence of their final understanding ; and also that the written contract must be taken to express all the terms and conditions of the contract. Such is undoubtedly the well established rule of law. Barber v. Brace, 3 Conn., 9; Dean v. Mason, 4 id., 430; 2 Am. Lead. Cases, 395; 5 Viner Ab., 516; Mumford v. McPherson, 1 Johns., 414; and cases hereinafter cited. From these principles it would seem to follow, if we consider the sale in question to have been reduced to writing at the time it was made, that no parol warranty can be ingrafted upon the contract, whether this supposed warranty be cotemporaneous with the deed of sale or made before it was executed. Indeed, it is quite probable that there was no actual sale until the deed which expresses the terms of the sale was completed and delivered; and we think the parties must have so understood and intended, for certainly they had no idea that their contract was left to rest in parol. The facts as claimed by the plaintiffs, and upon which they rely as showing a parol sale prior to the execution of the deed, were stated by one of the plaintiffs, who testified upon the trial. He stated in his testimony, that, on the 21st day of September, 1857, he and his brother purchased the interest in [98] the patent, for the sum of $400, to be paid part in a note and part in a horse; that on that day the bargain was finished and “ closed,” the note and horse delivered to the defendant, and the deed thereupon executed and delivered to the plaintiffs. Here, most obviously, we think, the sale was, as we have said, intended and understood to be finished when the deed was delivered, and not before, leaving nothing further to be done by the parties to evidence their agreement; the writings expressing their entire relations to each other in the transaction. If indeed, in drafting the writings mistakes had occurred, and the true terms of the sale were not all expressed in them, there would have been and perhaps still is a mode of correcting the error, but as the writings now stand they must be taken to be conclusive as to what the contract of the 21st of September was. How then nan a parol warranty be appended to the deed, “ that machines upon this patent shall work so as not to drop stiches, and do the promiscuous sewing of a family.” This is a most material addition to the terms of the sale expressed in the deed. Erom this conclusion there is no escape but upon the theory of the plaintiffs’ counsel, that the contract of the 21st of September was not reduced to writing, nor intended to be, but remained executory in parol; or, in other words, that the defendant’s deed was not a part of the contract of sale, but a part execution of an earlier parol contract. This theory we can not admit as applied to the facts and evidence before us. "We are persuaded that the contract must be taken to be made at the time when the mutual writings were made and exchanged, and herein we think lies the great error in the reasoning of the plaintiffs’ counsel, who assume as true premises what can not be sustained upon the proof. As further evidence that the plaintiffs’ theory can not be correct, we would suggest that it is not readily seen how a patent can be assigned under the laws of Congress, or the statute of frauds, or perhaps the common law itself, but by a contract in writing, which of necessity puts an end to the theory of a parol executory sale. If then it be true that the sale in question falls within these [99] principles, very little if any thing at all remains of this controversy but a simple question of fact, — was the sale reduced to writing when it was made, or was a writing or deed indispensable to a sale or transfer ? If these questions are answered in the affirmative, as we think they must be, we have here only the ordinary case of a sale by a written contract, which expresses the terms of the sale; and no lawyer will pretend for a moment, that to the sale of a horse or other chattel in writing, a parol warranty can be added, making a material alteration or addition to the written contract. We will not pursue the discussion of this question, since the doctrine advanced is too familiar and of too constant application in courts of justice to admit of any doubt. We proceed to notice, very briefly, the cases read to us in the argument. Barber v. Brace, 3 Conn., 9. Dean v. Mason, 4 id., 430. 2 Am. Lead. Cases, 395. 5 Viner Ab., 516, 517, 518. Mumford v. McPherson, 1 Johns., 414. These cases sustain the views above expressed, and need no examination or comment. The case of Collins v. Tilton's Admr., 26 Conn., 368, has been pressed upon us as presenting a different doctrine on the subject; but the effect of that case is misapprehended. The decision was put upon the ground that the deed, upon the particular facts of the case, was but a part execution of a prior contract, and not the contract between the parties; carrying out in that instance the theory advanced by the plaintiffs’ counsel — a theory which was applicable there, but which we hold to be inapplicable to the case on trial. The case of Crocker v. Higgins, 7 Conn., 342, is of the same character. The cases read from the Massachusetts, New Hampshire, and Vermont reports, do not, as we understand them, contain a contrary doctrine. They are all placed expressly on the ground that the contract of sale was not in fact, nor intended to be, reduced to writing, and that what was in writing was only a bill of parcels, a receipt for money, or a memorandum given for a purpose different from that of affording evidence of the terms of the agreement. And such is the character of the English cases. Lockett v. Nicklin, 2 Exch., 93. Jeffery v. Walton, 1 Stark., 267. [100] The rule of law as above laid dowu by us, is no where, so far as we know, doubted or questioned by any court or jurist; certainly not as a rule of law ; though courts and judges may very well differ in the application of it to a given case; for we know that a contract, where the law does not hold a writing to be necessary, may be left in parol, in which case the execution and delivery of a writing may, if it was so intended by the parties, be held to be, as in Collins v. Tillou’s Admr., a part execution of a prior parol contract; in such a case sustaining the theory of the plaintiffs. We will only add that, in the following cases in England and this country, it has been decided that a parol warranty can not be superadded to a written contract of sale. Kain v. Old, 2 Barn. & Cress., 627. Pickering v. Dowson, 4 Taunt., 779. Greaves v. Ashlin, 4 Camp., 426. Powell v. Edmunds, 12 East, 6. Harnor v. Groves, 29 Eng. L. &Eq., 220. Vandenheuvel v. United Ins. Co., 1 Johns., 406. Wilson v. Marsh, id., 503. Van Ostrand v. Reed, 1 Wend., 424. Linsley v. Lovely, 26 Verm., 123. We therefore advise a new trial. In this opinion the other judges concurred. New trial advised.