Adams & Westlake Mfg. Co. v. Cook

Bailey, J. It is a very familiar principle that where the parties to a contract reduce the same to writing, the law presumes that all the terms and conditions of the agreement are fully incorporated into and become a part of the written contract, so that the writing becomes the only evidence of the terms of the agreement. It follows that the intention of the parties is to be ascertained solely from a proper construction or interpretation of the language employed by the parties in the instrument itself. Where that language is plain and unambiguous, it must be enforced according to its obvious meaning, but where it is equivocal or doubtful, it is proper to look to extrinsic circumstances, particularly those surrounding the execution of the instrument, to ascertain the meaning the parties intended to convey by the language employed to express their agreement. But the intention which the courts will enforce must, after all, be that which is expressed in the writing. An intention of either or both the parties different from the one so expressed can not be regarded. It is also a well settled rule of law, that the interpretation or construction of written contracts is a question of law for the court and not one of fact for the jury. Hor is the rule different where resort is had to extrinsic evidence for light as to the proper construction of the writing. There, while the court may require the jury to find the facts established by such evidence, it should itself determine the proper construction to be given to the instrument in the light of the facts so submitted to the jury. By the sixth and seventh instructions, the jury were required to find from the evidence, whether the parties, at the time of making the contract sued on, intended that the plaintiff should make advertising contracts with union or co-operative publishers of newspapers, not in accordance with the terms of the printed forms of agreement, but that he should, in fact, undertake to pay such publishers in money for publishing the advertisement; and the jury were further instructed that, if such was their intention, then contracts made by the plaintiff with such parties for advertising, to be paid for in money, were in compliance with the terms of the contract sued on. These instructions not only authorized the jury to find an intention not expressed in the writing, but also to find one, as it seems to us, directly contradictory to the one expressed. While the terms of the contract are somewhat obscure, yet enough appears, we think, to exclude an intention to authorize the plaintiff to contract for advertising to be paid for in cash. By the express terms of the instrument, all advertising contracts were to be made “ in accordance with the agreement or form for that purpose.” A printed blank form of advertising contract was at the same time furnished to the plaintiff by the defendant, and it is clearly shown by the evidence and is not disputed, that said form is the one referred to in said instrument. This blank constituted a form of a contract not only for advertising, but for advertising to be paid for in a particular way, viz., by applying it in part payment for the defendant’s oil stoves. The blank was manifestly framed in pursuance of a scheme on the part of the defendant to advertise and make sale of its oil stoves at the sane time, and it is clear that procuring advertising to be paid for in cash, was directly subversive of one part of this scheme. By the written agreement, then, the plaintiff was limited to obtaining contracts for advertising, to be paid for only by giving credit upon the purchase price of oil stoves. It was not enough that the printed blanks were used in drawing up and executing the contracts. The provision was, that the contracts should be in accordance with the blank form of agreement, that is, that such should he their actual character. Now it is too plain for argument that the intention submitted to the jury by the instruction, if proved, was totally at variance with the intention of the parties thus expressed in their written agreement. The instructions were erroneous in directing the jury to find the intention of the parties from the evidence, when such intention was a question of law to he determined by the court upon a proper construction of the written instrument. The sixth instruction was also erroneous in holding that acts done in pursuance of the intention submitted by the hypothesis contained in that instruction, would be a compliance with the agreement sued on, thus permitting the very terms of the writing to be altered and contradicted by parol evidence. For the error in giving said instructions, the judgment will be reversed and the cause remanded. Judgment reversed.