Standard Scale & Supply Co. v. Reiter

KOHESAAT, Circuit Judge (after stating the facts as above). [1] The assignment of error above set out challenges the admissibility of evidence offered for the purpose of elucidating some of the provisions of the contract, particularly those which refer to the scope and method of the business therein contemplated. No rule of law is better settled than that which denies the right of parties to a contract to vary its terms by reference to conversations had before it was conclnded and signed. 1 Greenleaf, Ev. § 275; White v. National Bank, 102 U. S. 658, 26 L. Ed. 250; Met-calf v. Williams, 104 U. S. 93, 26 L. Ed. 665; Martin v. Cole, 104 U. S. 30, 26 L. Ed. 647; Dewitt v. Berry, 134 U. S. 315, 10 Sup. Ct. 536, 33 L. Ed. 896. But it has never been the law that contemporary or precedent facts might not be introduced by parol or otherwise to make plain some obscure or indefinite feature of the contract In Rowrey v. Hawaii, 206 U. S. 206, 27 Sup. Ct. 622, 51 L. Ed. 1026, the court approves the language of Bradley v. Washington A. & G. Steam Packet Co., 13 Pet. 89, 10 L. Ed. 72, with reference to extrinsic evidence as follows: It (extrinsic evidence) was applied in some cases to— “ascertain the identity of the subject; in others, its extent; in some, to ascertain the meaning of a term, where it had acquired by use a particular [94] meaning; in others, to ascertain in what sense it was used, where it admitted of several meanings; hut in all the purpose was the same — to ascertain by this medium of proof the intention of the parties, where, without the aid of such evidence that could not be done so as to give a just interpretation of the contract.” In the case first cited, the court was confronted with what it termed the ambiguous words, “sound literature and solid science” and “inculcation of general learning and knowledge.” It was held that parol evidence should be admitted for the purpose of ascertaining the intention of the parties at the time. In Morton v. Jackson, 1 Smedes & M. 501, 40 Am. Dec. 107, extrinsic evidence was admitted to show the meaning of the term, “swamp land,” as used in a deed. It was permitted in New Jersey Zinc Co. v. Boston F. Co., 15 N. J. Eq. 466, to show the meaning of the term “zinc,” in deed conveying “zinc ores,” and in Roberts v. Short, 1 Tex. 378, to show what was meant by the term, “Texas money,” as used in a note. In Walker v. Riley & Co., 6 Ga. App. 519, 65 S. E. 301, the court admitted parol evidence to explain the words, “local manager.” “Parol evidence thus offered for the sole purpose of defining the meaning of the title conferred upon the employé is not,” says the court, “violative of the rule which forbids that the terms of a valid written contract be varied or contradicted by parol evidence.” Where an employé was engaged to give “his entire business service” to his emploj^er, parol evidence was admitted for the pulpóse of showing what was the understanding and intention of the parties. Davis v. Dodge, 126 App. Div. 469, 110 N. Y. Supp. 787. The Circuit Court of Appeals for the Ninth Circuit held in North Am. Transportation & Trading Co. v. Samuels, 146 Fed. 48, 76 C. C. A. 506, that parol evidence was admissible to show the kind and quality of goods contracted to be sold, the proportions thereof, and the manner in which it was contemplated the seller should make sales from the stock prior to delivery — citing Fire Ins. Association v. Wickham, 141 U. S. 564, 576, 12 Sup. Ct. 84, 35 L. Ed. 860. Many other 'cases might be cited to support the doctrine that parol evidence is admissible to explain what is obscure or ambiguous in a contract. [2] In the present contract, it is provided that the defendant has “engaged the party of the second part” (plaintiff) “as manager,” etc. It was sought by the question set out in the assignment of error above quoted to disclose what were the duties of plaintiff as manager. It appears from the record that plaintiff had a wide experience in the handling of certain so-called side lines, while defendant’s Chicago dealings theretofore were confined practically to the scale business. Plaintiff says: “The obtaining of the representation of these side lines was the object of opening the store in Chicago. I think that was the object of my employment as manager.” (Record, p. 34.) From this it will be seen that there is in the record a suggestion, at least, of the unusual character of plaintiff’s duties as manager. [95] The circumstances create a situation which calls peculiarly for enlightenment as to what was the scope of these duties, with reference to the manner in which the machinery lines mentioned in that contract were to be sold and representation of them obtained. It was therefore error to sustain plaintiff’s objection to the question set out in the assignment of errors above quoted. The judgment of the trial court is reversed, with direction to grant a new trial.