Telluride Power Transmission Co. v. Crane Co.

Mr. Justice Waterman delivered the opinion of the court. Appellants contend that the contract was partly oral and partly in writing and that whether it was a parol or written contract is a question of fact to be determined by a jury. That the construction—meaning of the words employed to express a contract—is to be determined by the court, is undisputed. Where the execution, signing and delivery of written instruments is unquestioned, in the absence of accident, fraud or mistake, whether the written papers, one or more, constitute a contract, as also whether therein is expressed the entire agreement of the parties, is to be decided by the court. The fact that the document or documents is or are silent as to one or more matters concerning which there might have been expression, is immaterial. In this regard the question before the court is, do the writings upon their face contain a definite contract—import a legal obligation— without uncertainty as to the object or extent of the engagement. Seitz v. Brewers Refrigerating Co., 141 U. S. 510-516; Scanlan v. Hodges, 52 Fed. Rep. 354; Dunn v. Rothermel, 102 Pa. St. 272-282; Roe v. Taylor, 45 Ill. 485-491; Goddard v. Foster, 17 Wall. 123-142; Thompson on Trials, Sec. 1067. Whether papers purporting to contain a contract were signed by the parties, and, if signed, were delivered, are questions of fact for the jury. Thomas v. Barnes, 156 Mass. 581, 584. If a contract has to be made out partly by letters and partly by evidence of conversations concerning which there is not entire agreement as to what was said or the circumstances under which the utterances were made, the question of whether there was a contract, as well as, if so. what it was, is a question of fact for a jury. Thompson on Trials, Sec. 1083; 1 Taylor on Evidence, Sec. 36; 1 Story on Contracts, Sec. 18. The rule that whether written instruments do or do not constitute a contract is a question of law for the court, applies to commercial correspondence as well as to formal written documents. Scanlan v. Hodges, 52 Fed. 354-355. When the writing itself upon its face imports a complete legal- obligation, without uncertainty as to the extent or object of the contract, it is conclusively presumed that the entire engagement of the parties is contained in the writing. Greenleaf on Evidence, Sec. 275; Seitz v. Brewers’ Refrigerating Co., 141 U. S. 510-517; Benjamin on Sales, Sec. 202. The parties having executed writings expressing upon their face a complete contract, certain as to its object and extent, neither an express nor an implied warranty can be imported into it by proof of prior oral conversation. This suit is not brought upon the contract made by the Crane Company with Mr. Rhodes. The pipe purchased by him having been shipped to Ophir and being there upon the cars ready for delivery upon payment of the purchase price, appellants asked to have that pipe, then on the cars at Ophir, delivered to them. Concerning an agreement for such delivery to appellants various letters and telegrams were exchanged, with the result that by the letter from FTunn to appellee, dated February 5th, and replies thereto by telegraph and mail, each dated February 8th, a contract was made for the sale and delivery at Ophir of certain propertjq then existing, for a certain price. There was no contract with appellants to procure, select or manufacture; nor is there any evidence that the Crane Company were the manufacturers of the pipe in question; on the contrary Hr. Eh odes, appellants’ witness, testified that in making his contract with the Crane Company for the pipe, he did not understand the Crane Company “ to be manufacturers;” that he understood they bought on the market and were just jobbers. If an article is to be made or supplied to the order of a purchaser, there is an implied warranty that it is reasonably fit for the purpose for which it is ordinarily used, or fit for the special purpose designed by the buyer, if that be known to the vendor when the order is given. Benjamin on Sales, 645. In the bargain and sale of an existing chattel by which the property passes, there is not (in the absence of fraud) an implied warranty of the good quality or condition of the thing sold; while there is an implied guaranty that the articles sold by a particular description are of that description. Benjamin on Sales, Secs. 647-600; Barr v. Gibson, 3 M. & W. 390; Taylor v. Bullen, 5 Ex. 779. An inducement to a written contract, such as a representation of some particular quality or incident to the thing sold, may, in some cases, be received in evidence; but a buyer can not show such representation unless he can show that the seller by some fraud prevented him from discovering a fault which he, the vendor, knew to exist. Benjamin on Sales, Sec. 621; Wright v. Crookes, 1 Scott, N. S. 685-678; Taylor v. Bullen, 5 Exchq. 779-783. There is no evidence that the Crane Company had either notice or knowledge of any defect in the pipe sold to appellants, or that by any fraud they prevented a discovery ot faults. We do not regard the case of Ruff et al. v. Jarrett, 94 Ill. 475; as “on all fóurs” with the present or as allowing evidence of conversations to be introduced to add to or qualify the terms of a written contract. In that case the court said that the written instrument there considered could not be regarded as a contract without the aid of extrinsic evidence. We do not think that appellants had an opportunity for inspection. They did have the right to refuse to buy without previous inspection. It is manifest from the correspondence that the Crane Company would not deliver the property without payment or a definite promise to pay; in other words, unless before delivery the property was purchased by appellants. And it is further manifest that appellants purchased the property upon the terms of the definite proposition contained in their letter dated February 5th, accepted by appellee by telegram dated February 8th, and by letter of the same date in which the written proposition of appellants was repeated. These three writings contain the entire contract; before them there was no meeting of minds; they have all the force of a formally executed written document. The order of Mr. Rhodes to the Crane Company, made September 14th, was in writing; it contained nothing as to quality of pipe but was definite as to size, quantity and some other matters. So soon as it was accepted there arose a contract for such pipe, sold at the market price for cash on delivery. It was, as Rhodes understood, made by him with a jobber. That such pipe was by the appellee sent to Ophir, it did say in its letter of December 22d, and it may well be said that such representation was an inducement to the contract made by the letters of February 5th and ' 8th, but there was no evidence that appellee knew that it was false, nor that the pipe was not such as Rhodes ordered. Rhodes did, September 29th, write to the Crane Company that “the shell,” whether of pipe or connections is uncertain, should be thick enough to give a factor of five on an assured tensile strength of the steel of 60,000 pounds per square inch; that appellee undertook to make “ the shell” of the pipe of such thickness or strength is not shown; the order of September 14th was accepted long before September 29th. September 30th Rhodes wrote to appellee, “ Ship the pipe as ordered except,” etc. The order for the pipe was given to appellee September 14th. The stipulation upon the trial was made merely for the purpose of giving the defendants a right to open and close, and we do not think should be construed as affecting the right of appellants or either of them to any set-off they might otherwise interpose. If the correspondence that passed between appellants and appellee Februarjr 5th .and 8th does not upon the face thereof contain a written repository of a definite agreement, certain as to object and extent, so that the court, standing in the shoes of the parties, can see that in these writings there is contained such agreement, then the writings are not conclusive as to what the contract was; if there is, as we find in these writings, such plain agreement, then by the well established rule of law all previous negotiations were merged therein. The judgment of the Circuit Court is affirmed.