Arcade Malleable Iron Co. v. Jenks

• Decision Date: 07 January 1918
• Parties: ARCADE MALLEABLE IRON CO. v. JENKS.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

229 Mass. 95

118 N.E. 288

ARCADE MALLEABLE IRON CO.

v.JENKS.

Supreme Judicial Court of Massachusetts, Worcester.

Jan. 7, 1918.

Exceptions from Superior Court, Worcester County; Henry A. King, Judge.

Action by the Arcade Malleable Iron Company against Harry E. Jenks. There was a verdict for plaintiff, and defendant excepts. Exceptions sustained, and judgment entered for defendant.

The ruling asked for by defendant, and refused by the court, referred to in the opinion, was:

‘That the instrument relied upon by the plaintiff is not a contract or promise of the defendant; neither is he a party thereto.’

Winfred H. Whiting, of Worcester, for plaintiff.

Geo. D. Storrs, of Ware, for defendant.

LORING, J.

In the count on which the plaintiff corporation went to trial it alleged that:

‘The said defendant guaranteed in writing the payment by the said Grip Coupling Co., of the goods so ordered by him for said company and made himself personally responsible therefor. A copy of the said writing with a copy of the reply thereto by the plaintiff being hereto annexed marked respectively Exhibit B and Exhibit C.’

A fac simile copy of Exhibit B is set forth Exhibit C was an unanswered letter from the plaintiff to the defendant, dated June 26, 1912. We will deal with that later on. At the trial evidence was introduced without objection on the defendant's part that at a meeting in June between two officers of the plaintiff corporation and the defendant (who was treasurer of the Grip Company) the defendant was told that unless he ‘would personally guarantee the account’ of the Grip Company the plaintiff would not continue to sell to it and thereupon the defendant agreed to personally guarantee the account. The defendant took the stand and denied that he ever agreed to guarantee the account of the Grip Company. The Grip Company failed to pay for goods sold to it by the plaintiff in October and November, 1912, and this action was brought to recover from the defendant the sums so due. The statute of frauds was pleaded in defence. The letter of June 25 was put in evidence subject to the defendant's exception and at the close of the evidence the defendant asked the judge to rele:¹

‘That the instrument relied upon by the plaintiff is not a contract or promise of the defendant; neither is he a party thereto.’

In his charge to the jury the judge explained the defence of the statute of frauds and left it to them to determine whether in signing the letter of June 25, 1912, by writing ‘Grip Coupling Co., by H. E. Jenks' the defendant intended to sign that letter in his own behalf or in behalf of the company. In addition he gave this instruction:

‘I charge you, as requested by the plaintiff, these letters that were written subsequent to the conclusion of the promise, although not speaking of this alleged contract of guaranty in terms, may be coupled together if it appears they all had relation to it for the purpose of the written memorandum made by the party to be charged.’

There were three letters in evidence in addition to the letter of June 25. They are set forth below.² No exception was taken to the charge.

There was a good deal of confusion in the trial and the written arguments (on which the case has been submitted to us) are not free from it.

To begin with the case was not tried on the pleadings. The plaintiff counted on the letter of June 25 as a written contract or promise not as a memorandum of an earlier oral contract or promise. Under the pleadings the evidence of the oral promise made before June 25 was not admissible. But it was admitted without objection.

Whether the letter of June 25 was signed by Jenks personally or by the Grip Coupling Company, is a question of law. The plaintiff has contended that the words in the body of the letter ‘I will personally see to it that your bill is met on the 15th of each month’ makes signature ‘Grip Coupling Co., by H. E. Jenks' an ambiguous one and since that is so the question whether the signature is the signature of the Grip Company or of the defendant is a question of fact for the jury. In his charge to the jury the presiding judge adopted that view. But that is not so. The plaintiff has relied in this connection upon the fact that the jury are rightfully called upon in cases where there is an ambiguity in a written contract and resort is had to extraneous circumstances under which it was made to determine its true construction. In such a case the jury have to pass upon the existence of the extraneous facts if their existence is in dispute. But where the existence of the extraneous circumstances is ascertained the question of the construction of the ambiguous contract interpreted in the light of these circumstances is for the court. In Brown v. Fales, 139 Mass. 21, 26, 27, 29 N. E. 211, 212, it was said:

‘Where the language of a contract is equivocal in itself, or is made so by proof of extrinsic circumstances, so that it is susceptible of more than one construction, oral evidence is competent to show the situation of the parties, and to enable the court to be surrounded by the same circumstances as the parties were, and to look at the contract in the same light as they did, and thus to aid the court in applying and construing the language of the contract.’

The question was disposed of by the court as a question of law in that case and also in Bent v. Hartshorn, 1 Metc. 24, and in Sullivan v. Arcand, 165 Mass. 364, 43 N. E. 198.

The question whether the signature to the letter of June 25 is the signature of the Grip Company or of the defendant is a question of law to be determined in the light of all the facts in the case. Without so deciding we assume in favor of the plaintiff that it must be decided in the light of the fact that the defendant had orally promised to guarantee the account (for on the evidence admitted without objection on the defendant's part the jury might have so found) and the fact that in the plaintiff's unanswered letter of June 26 it is stated that: ‘We also note that you will personally guarantee the account.’ Neither was admissible in evidence. Under a declaration counting on a written promise a previous oral promise is not admissible and an unanswered letter is not an admission and so is not competent evidence. Callahan v. Goldman, 216 Mass. 234, 103 N. E. 687, and cases there collected.

Why the plaintiff broke his oral agreement and sent a guarantee signed by the company, why he wrote the letter or had it written in one way and signed it in another way, and why he did not answer the letter of June 26 in which the plaintiff wrote him that ‘We also note that you will personally guarantee the account’ we do not know. But it is the fact that he did break his oral promise; that he did write the letter in one way and sign it in another way and that he did not answer the plaintiff's letter of June 26 in which the plaintiff wrote that he (the defendant) in his letter of June 25 wrote that he would ‘personally’ guarantee the...