Union Trust Co. v. Detroit River Transit Co.

Ostrander, J. (after stating the facts). The question in this as in all similar cases is whether the writing produced as evidence of the agreement purports to contain all of the terms of the contract. In a particular case, as, for example, Electrical Appliance Co. v. Standard Electric Co., 151 Mich. 662 (115 N. W. 982), it may appear upon the face of the writing that some term has been omitted. In Beld v. Darst, 146 Mich. 143 (109 N. W. 275), a majority of the court, in view of peculiar circumstances recited in the opinion, sustained the ruling of the trial court admitting testimony of a parol contemporaneous agreement of the parties, although the writing relied upon as evidence of the principal agreement appeared to be complete. In the case now presented it is apparent that Mr. French, representing Mr. Berry, and the representative of the Detroit River Transit Company, had orally agreed about the sale of the hoist — had made a bargain — before any letter was written. It seems to be quite as apparent that the only purpose which the immediate correspondence served, or could have intended to serve, was to state, in writing, the terms of the bargain as between the principals thereto. Mr. Berry advises the vendee that he is stating the terms of the agreement as they had been reported to him by his agent. There is no apparent ambiguity in the language employed. No warranty or representation is referred to. On the contrary, the language aptly affirms the absence of conditions or warranties, express or implied, and the understanding that the vendee took the property as it stood; that is, in the condition in which it was found, and that delivery was made on the river front on his land. The understanding of the terms of the sale, as thus expressed, is declared by the vendee to be his understanding also. In [676] terpretation of the agreement, thus evidenced, is not affected by the fact, if it was a fact, that the vendee had taken possession of the hoist or by the fact, if it was a fact, that Mr. Berry had transferred the check before the correspondence was concluded. The last letter appearing in the correspondence of the parties cannot be treated as an admission of the. facts stated in the one to which it is a reply or as the vendor’s interpretation of the meaning of the words used in his first letter. And it was followed by action on the part of the vendor which negatives any such idea. The court below made a proper disposition of the matter, and the judgment is affirmed. Bird, C. J., and Hooker, Blair, and Stone, JJ.a concurred.