Beacon Tool & Mach. Co. v. Nat'l Products Mfg. Co.

• Decision Date: 21 April 1925
• Parties: BEACON TOOL & MACHINE CO. v. NATIONAL PRODUCTS MFG. CO.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

252 Mass. 88

147 N.E. 572

BEACON TOOL & MACHINE CO.

v.NATIONAL PRODUCTS MFG. CO.

Supreme Judicial Court of Massachusetts, Suffolk.

April 21, 1925.

Appeal from Municipal Court of Boston, Appellate Division.

Action of contract by the Beacon Tool & Machine Company against the National Products Manufacturing Company to recover on written contract for experimental machine work performed by plaintiff. Finding for plaintiff in municipal court, and case was reported. Appellate division ordered new trial, and plaintiff appeals. Finding for defendant on new trial to stand.G. W. Reed, of Boston, for appellant.

W. M. Silverman, of Boston, for appellee.

RUGG, C. J.

This is an action of contract, brought in the municipal court. It relates to work done by the plaintiff upon a machine owned by the defendant known as a ‘No. 19 Bliss press with attachments.’ It is stated in the report that a--

‘contract was drawn by the plaintiff and the defendant dated May 9, 1921, whereby the plaintiff, upon the delivery of the said press with whatever feeding attachments and other special parts the defendant then had on hand as shown to the plaintiff, agreed to reconstruct the same, fitting it with all necessary dies, punches and devices so that when completed it would automatically perform certain work therein set forth, and to complete the work not later than June 20, 1921, the consideration to be five hundred ($500) dollars. Subsequent to the time the machine was delivered to the plaintiff, it was found that the experimental work could not be completed within the period stated either in respect to time or for the amount specified, and the defendant thereupon agreed to pay five hundred dollars ($500) in addition thereto for the work, and extended the time for completion to August 15, 1921.’

There was conflicting evidence touching the point whether the machine was so designed that it could be completed to function as required by the contract. There was no evidence to the effect that the written contract was performed.

The contract as set out in the record is absolute and unconditional in its terms. In substance and effect, it was to reconstruct and complete the machine so that it would automatically perform the specified work. There is no reference in the contract as printed in the record to drawings to be furnished by the defendant to the plaintiff. Even though the difficulties in the way of the performance of the written contract according to its terms were insuperable, the court cannot relieve the plaintiff from the absolute bargain which it saw fit to make. It must perform the contract or fail in its action. The case on this point is within the authority of several of our decisions. Rowe v. Peabody, 207 Mass. 226, 233, 234, 93 N. E. 604, and cases there collected. Wells v. Calnan, 107 Mass. 514, 9 Am. Rep. 65;Boyle v. Agawam Canal Co., 22 Pick. 381,33 Am. Dec. 749;N. J. Magnan Co. v. Fuller, 222 Mass. 530, 533, 111 N. E. 399. The facts are not such as to permit recovery on a quantum meruit.

Since the contract was in writing, it must be presumed to contain the entire agreement of the parties. It cannot be enlarged by oral evidence concerning previous or contemporaneous discussion. Goldenberg v. Taglino, 218 Mass. 357, 359, 105 N. E. 883;Spevack v. Budish, 238 Mass. 215, 217, 130 N. E. 191;Avondale Mills v. Benchley Brothers, Inc., 244 Mass. 153, 157, 138 N. E. 586.

While there was evidence that the time for performance...