Carolina Metal Products Corporation v. Larson

• Citation: 389 F.2d 490
• Decision Date: 13 February 1968
• Docket Number: No. 23644.,23644.
• Parties: CAROLINA METAL PRODUCTS CORPORATION, Appellant, v. Robert LARSON and Flame Foil, Inc., Appellees.
• Court: United States Courts of Appeals. United States Court of Appeals (5th Circuit)

389 F.2d 490 (1968)

CAROLINA METAL PRODUCTS CORPORATION, Appellant, v. Robert LARSON and Flame Foil, Inc., Appellees.

No. 23644.

United States Court of Appeals Fifth Circuit.

February 13, 1968.

W. David Rogers, Jr., Leon H. Handley, Orlando, Fla., Roy Thomas Clark, Pittsburg, Pa., for appellant.

William B. Mesmer, Orlando, Fla., for appellees.

Before WISDOM and GODBOLD, Circuit Judges, and McRAE, District Judge.

GODBOLD, Circuit Judge:

This is an appeal from a judgment n. o. v. for the defendant Robert Larson, entered after a jury verdict for the plaintiff Carolina Metal Products Corporation against Larson and Flame Foil, Inc. The single issue is whether the trial court correctly ruled that a written contract between Carolina and Flame Foil was such an integration of the negotiations and agreements between the parties as to exclude parol evidence of an alleged prior oral contract between Carolina and Larson.

In late August 1963 Larson began discussions with Carolina for manufacture of 150,000 heaters, or "smudge pots," made of light metal and to be used in Florida citrus groves. In early September Larson applied for and obtained a corporate charter for Flame Foil, Inc., a $1,000 corporation.

After further negotiations later in September, Carolina began making the heaters. All shipments of heaters were invoiced to Flame Foil and all except a token initial shipment to Larson were shipped to Flame Foil. When production was approximately 25% complete Carolina requested a written authorization from Larson and his attorney, and Larson's attorney drafted a detailed purchase order which named Carolina as vendor and Flame Foil as purchaser, showed the addresses of both companies, set out the order of 150,000 heaters, terms, price, shipping instructions, and rights of the purchaser to dies and molds after the sale. It was unconditional in form. The order was signed under seal in the name of Flame Foil, by Larson as president, then sent to Carolina whose president executed it. Two days later a similar purchase order was prepared and signed by the same parties covering dies which Carolina had obtained for fabricating the heaters.

Carolina was not paid, and it sued Larson claiming an oral contract with him for the heaters. Larson answered that the written contract with Flame Foil was a complete integration of the transaction and that Larson had no individual contract. Flame Foil intervened, acknowledging its obligation under the written contract.

Because of the result we reach we do not explore the numerous details of matters occurring prior to execution of the purchase orders and tending to show whether Larson individually or Flame Foil was the purchaser — oral orders, negotiations, billing instructions, securing of credit information, preparations of drawings and other dealings.

Carolina sued, and recovered, on an alleged oral contract with Larson antedating the purchase orders executed by Flame Foil. Its theory of liability of Larson is a two-stage one — first that Larson was acting in a representative capacity for Flame Foil, and did not reveal the fact of his capacity and the identity of his principal, hence he could not escape individual liability. Second, to escape the effect of the purchase orders and the so-called "parol evidence rule" its approach is that the purchase orders did not so integrate the negotiations and prior agreements as to make Flame Foil the sole purchaser and as to make of no jural effect the prior negotiations and agreement with Larson.¹

The mere circumstance that there is a writing does not alone make the writing the sole memorial of the transaction even to the extent covered by the writing. "The mystery of the written word" is not such that it closes the door to a determination of whether the paper documents were assented to as an integration. See 3 Corbin § 582. "Did the parties assent to a particular writing as the complete and accurate `integration' of that contract?" 3 Corbin § 573, at 359. The face of the instrument is of some help in deciding this issue.² If a particular element of the extrinsic negotiation is dealt with in the writing it is probable that the writing was meant to embody that element of the negotiation. 9 Wigmore § 2430. Here the writings embody the whole transaction. They show price, number of units, shipping instructions, and rights of the parties after the transaction is completed. They are unconditional in form. They call for the signature of both parties, and are signed by both. The president of Carolina acknowledged they covered the substance of the transaction in all respects and that his only difference with them was that they named Flame Foil as the purchaser.

The chief and most satisfactory index to determine the intent of the parties to an agreement as to whether they intended their written contract to be a complete and final statement of the whole transaction is whether or not the particular element of the alleged extrinsic negotiation is dealt with at all in the writing. If it is mentioned, covered, or dealt with in the writing, then presumably the writing was meant to represent all of the transaction on that element.

Greenwald v. Food Fair Stores Corp., 100 So.2d 200, 202 (Fla.App.1958).

Extrinsic evidence may be even more helpful in deciding whether there has been an integration, and no rule bars "parol evidence" or any other relevant evidence for the purpose of determining whether the parties have agreed upon the writing as a complete and accurate statement of what is agreed upon between them. Farmer v. Arabian American Oil Co., 277 F.2d 46 (2d Cir.), cert. denied, 364 U.S. 824, 81 S.Ct. 60, 5 L.Ed.2d 53 (1960); 3 Corbin §§ 573 & 582; Restatement of Contracts § 228 (1932). The writings were requested by the president of Carolina, who asked for "something in writing to back up what we were doing." The conduct of the parties after the purchase orders were signed is relevant. Shipments continued to be made to Flame Foil and invoiced to Flame Foil. Flame Foil was billed; Larson was never billed. There is evidence, though disputed, that Carolina asked Larson in January to give it a personal guarantee of the account. Flame Foil sent corporate notes to Carolina in payment of the account; Carolina returned them on the ground it was unable to discount them; it did not assert that the maker was the wrong party.

Is the issue of whether the parties intended writings to be an integration one for the court or the jury, since there are factual inquiries tied up in this preliminary question of law? Wigmore considers the factual inquiry one for the court only and not properly submitted to the jury at all. 9 Wigmore § 2430 & n. 3. Corbin considers that determination by the court is wiser but that "there is no law against getting such aid" of the jury when the evidence of what the parties said and did is so nearly equal in weight and credibility that the court desires the aid of a jury verdict. 3 Corbin § 595. In South Florida Lumber Mills v. Breuchaud, 51 F.2d 490 (5th Cir. 1931), a Florida case, this Circuit, relying on Wigmore, § 2430, referred to the duty as on the trial court. Under any view of the authorities the trial court was empowered to determine the issue in this case.

The trial judge followed an appropriate procedure to present questions for appeal while preserving the benefits of a jury determination after a lengthy trial,...