Hekimian v. Woodward

Mr. Chief Justice Shepard delivered the opinion of the Court: The appellant assigns error in overruling the demurrer and in rendering judgment under the 73d Exile. There is very respectable authority for the proposition that an instrument which recites on its face the name of the principal for whom his agent is acting and is signed by the agent under seal is in reality the deed of the principal. Magill v. Hinsdale, 8 Conn. 464. 16 Am. Dec. 70. But we need not decide this. When a person for a valuable consideration engages with another in a simple contract for the benefit of a third, the latter, who will enjoy the benefit of the act, may maintain an action for a breach of the engagement. There has been some conflict of authority as to whether this principal extends beyond a mere simple contract, or is applicable to a contract under seal. Where the contract, as in this case, is made in the name and on behalf of the principal who is recited as the party of the first part, there would seem no good reason for denying the right of the principal to bring an action upon the contract, notwithstanding it was executed by the agent under seal. Rogers v. Gosnell, 51 Mo. 466, 469; McDowell v. Laev, 35 Wis. 171, 175; Bassett v. Hughes, 43 Wis. 319; Houghton v. Milburn, 54 Wis. 554, 11 N. W. 517, 12 N. W. 23; Randall v. Van Vechten, 19 Johns. 60, 10 Am. Dec. 193; Schaefer v. Henkel, 75 N. Y. 378, 383; Emmitt v. Brophy, 42 Ohio St. 82: Huckabee v. May, 14 Ala. 263; Pruitt v. Holly, 73 Ala. 369; Blakeley v. Adams, 113 Ky. 392, 68 S. W. 393. There is quite a difference between a contract like this' exe [34] cuted on behalf of the principal who is named and one wherein there is no mention of the principal’s name and the contract is entirely in the name of the agent. We think there was no error in overruling the demurrer. We find no error in the action of the Court in granting the motion for judgment. It is quite true that there are many cases which hold that .as. between maker and payee that a promissory note or other acknowledgment may be delivered upon a parol condition, and that it will not take effect as a contract until the performance of that condition. In Donaldson v. Uhlfelder, 21 App. D. C. 489, 493, in a suit upon a contract for a lease, it was held that its execution and delivery could be shown to have been made upon condition that it was not to become binding until the condition was performed. The lease was executed on January '14, 1902; the. appellant leased the premises to the appellee by the month for the sum of $46 payable monthly in advance, beginning on January 20,. the date on which possession was to be taken. There were no covenants in the lease, beyond stipulation that the lessee should give thirty days’ notice of his intention to.terminate the lease and vacate the premises. The lessee paid the first month’s rent on January 20th and at once entered in possession, and removed on the last day of the month without giving thirty dajn’ notice of his intention so to do. . Over the objection of the appellant, the appellee, was permitted to introduce parol evidence tending to prove that the lease, already signed by the appellant, was brought to his office on. January 14 by the appellant’s clerk, who presented it for his signature; that he refused to sign unless the appellant would first promise to put the premises in good repair. The clerk having no authority to make such promise, appellee called appellant by telephone and told him he would not sign the lease unless he would put the premises in repair. Appellant then and there made such promise, whereupon appellee signed his name to the contract and delivered it to the clerk. That he removed his [35] family and effects to the premises oil January 20, relying upon the promise aforesaid. That the house needed repairs badly; the heating apparatus was in bad order and failed to heat the 1 louse; the cellar floor had been flooded; some of the rooms were damp from leakage; and the paper was wet and damaged. That appellant, though requested, failed to make the promised repairs, and appellee removed at the end of the month. This testimony was held admissible as not tending to vary the contract sued upon, but as showing a separate collateral agreement concerning a matter on which the written contract was silent, and not inconsistent with its terms. This case is quite different. The lease contract contains very many provisions relating to the condition of the premises and the like, and all the circumstances indicate that it was intended to be a complete contract between the parties, covering everything relating thereto. Moreover, rent was duly paid for October, November, and December. The case is more like that of Seitz v. Brewers’ Refrigerating Mach. Co. 141 U. S. 510, 517, 35 L. ed. 837, 840, 12 Sup. Ct. Rep. 46, where it was said by Chief Justice Fuller that “undoubtedly the existence of a separate oral agreement as to any matter on which a written contract is silent, and which is not inconsistent with its terms, may be proven by parol, if under the circumstances of the particular ease it may properly be inferred that the parties did not intend the written paper to be a complete and final statement of the whole of the transaction between them. But such an agreement must not only be collateral, but must relate to a subject distinct from that to which the written contract applies; that is, it must not be so closely connected with the principal transaction as to form part and parcel of it. And when the writing itself upon its face is couched in such forms as import a complete legal obligation without any uncertainty as to the object or extent of the engagement, it is conclusively presumed that the whole engagement of the parties, and the extent and manner of their undertaking, were reduced to writing.” The circumstances of this particular case, and the character of the various covenants in the lease, and the length of posses [36] sion thereunder, all indicate that the parties did intend this lease to be a complete and final statement of the whole of the transaction between them. This agreement is so closely connected with the particular transaction as to form a part and parcel of it. There is no uncertainty as to the object or extent of the engagement, and we think the evidence offered by the affidavit of the defendant was inadmissible to vary the terms of the contract. The judgment was right, and is affirmed with costs. Affirmed.