Boro Hall Corp. v. General Motors Corp., 26

• Decision Date: 05 December 1947
• Docket Number: No. 26,Docket 20664.,26
• Citation: 164 F.2d 770
• Parties: BORO HALL CORPORATION v. GENERAL MOTORS CORPORATION et al.
• Court: U.S. Court of Appeals — Second Circuit

164 F.2d 770 (1947)

BORO HALL CORPORATION v. GENERAL MOTORS CORPORATION et al.

No. 26, Docket 20664.

Circuit Court of Appeals, Second Circuit.

December 5, 1947.

Harry J. McDermott, of Brooklyn, N. Y., for plaintiff.

John Thomas Smith, of New York City (Edward B. Wallace and Gordon H. Brown, both of New York City, of counsel), for defendants.

Before L. HAND, AUGUSTUS N. HAND, and FRANK, Circuit Judges.

FRANK, Circuit Judge.

1. The first cause of action, i. e., breach of contract:

We agree with the trial judge that the provision of the contract that there were "no oral or other agreements or understandings," precluded consideration of any evidence as to any extrinsic agreement. But it did not bar reception of evidence dehors the written agreement, to show what the parties meant by the following words of that agreement: "Grant of Selling Privilege and Territory: (1) Seller hereby grants to Dealer the franchise to sell new Chevrolet motor vehicles, chassis, parts and accessories in the following described territory, and further agrees to sell Dealer new Chevrolet motor vehicles and chassis hereinafter described in price list by models and body types at the prices shown in the current price list issued by Seller from time to time, subject to the terms hereof, for resale in the following specified territory (but not elsewhere), namely: Non-exclusive selling agreement in the territory known as New York Zone."¹

We need not here decide whether extrinsic evidence is admissible to show a mutual intent to give contractual language, plain on its face, an unusual meaning. For certainly the meaning of the words we have quoted is not so clear as to be self-evident.² Plaintiff was therefore entitled to a trial at which it might offer evidence — including the testimony of its own officers and of defendant's officers or other employees — in aid of an interpretation imposing an obligation which defendant's conduct breached.

Even if some statements in plaintiff's letters, written after the alleged breach may be read as admissions as to the parties' intention concerning the contract's construction, they are, at most, but evidence to be weighed together with other evidence; they could not automatically operate to waive, or release, or otherwise bar, plaintiff's claim, if one then already existed. Defendant's right to cancel the contract on three months' notice is irrelevant; for defendant never gave such a notice; nor does it appear that the conduct which plaintiff assigns as a breach was intended by defendant as a cancellation. Accordingly, there was a triable issue of fact, involving questions of credibility, with respect to the cause of action for breach of the contract, and summary judgment to that extent was improper.³ To avoid misunderstanding, we add the following: On January 2, 1940, the parties made a new contract; that contract must be read in the light of the fact that theretofore plaintiff's zone had been reduced; consequently, the alleged breach relates solely to the period from about August 1, 1939, to January 2, 1940.

2. The second cause of action, i. e., estoppel:

The estoppel claim is grounded upon alleged promises made, and acts of reliance done, in 1935 and 1936, before the making of the written contracts of 1937, 1938 and 1939, each of which included the "no other agreements or understandings" clause. Here that clause bites, and decisively. For proof of the estoppel...