Davis v. Hastings
| Decision Date | 15 September 1953 |
| Docket Number | No. 35751,35751 |
| Citation | 261 P.2d 193 |
| Parties | DAVIS v. HASTINGS. |
| Court | Oklahoma Supreme Court |
Syllabus by the Court.
1. Where two written contracts, though not executed at the same time, refer to the same subject-matter and on their face show that one was executed to carry out the intent of the other, both should be construed together, as if they were one contract.
2. Rescission or cancellation of a contract may be ordered where that which was undertaken to be performed in the future was so essential a part of the bargain that the failure of it must be considered as destroying or vitiating the entire consideration of the contract, or so indispensable a part of what the parties intended that the contract would not have been made with that condition omitted.
George W. Gay and O. P. Estes, Oklahoma City, for plaintiff in error.
Butler, Rinehart & Morrison, and Wayne W. Bayless, Oklahoma City, for defendant in error.
Parties are referred to herein as in the trial court.
On June 27, 1951, plaintiff, George Hastings, and defendant, John Davis, entered into a written contract by the terms of which Hastings agreed to buy, and Davis agreed to sell, a certain place of business known as 'City Pickup and Delivery'. There were other provisions, one of which was an acknowledgment of payment of $600 by Hastings, to apply on the purchase price. On June 30, 1951, another written contract was entered into between the parties covering the same subject matter and concerning the same transaction. It contained additional provisions in the nature of warranties, etc., but omitted reference to the $600 payment noted above and also omitted an agreement by the seller to 'stay 2 weeks with the buyer to acquaint him with the business', which agreement was a part of the contract of June 27. Both contracts provided for the same total consideration to be paid by the buyer ($9000 down and $3000 within one year).
On July 10, 1951, Hastings filed his petition alleging fraud in the procurement of the contract by Davis, and failure of consideration in that Davis had refused to 'stay with him 2 weeks to acquaint him with the business'; he asked for cancellation of the contracts and return of what he had paid thereunder, and tendered to defendant all that he himself had received under it. After hearing, the trial court found that no fraud had been practiced by defendant, but that defendant had breached his agreement to stay 2 weeks with the buyer to acquaint him with the business, and that this was a material part of the consideration. Judgment was entered for plaintiff for cancellation of the contracts and the notes and mortgages executed pursuant thereto, and for $9000. Defendant has duly appealed.
He argues the assignments of error under four propositions, the first of which is that the court erred in admitting evidence of the contract of June 27, 1951, because it was merged in and superseded by the contract of June 30, 1951.
In support of this contention, defendant cites 15 O.S. 1951 § 137, which provides in substance that the execution of a written contract supersedes all oral negotiations or stipulations concerning the subject matter; he also cites two cases from this jurisdiction which state rules of law in accord with the above statute. The above authorities are plainly inapplicable here, because they concern prior oral agreements, negotiations, etc., while here the prior contract was complete in itself and in writing.
Defendant also cites G. L. Webster Co. v. Trinidad Bean & Elevator Co., 4 Cir., 92 F.2d 177, and argues that by the terms of the court's holding there, the same rules apply to prior agreements and negotiations, regardless of whether they are written or oral. In that case the court, with regard to a contract for the sale of beans, held that evidence of a prior written warranty of the quality of the beans was inadmissible for the reason that the...
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McKinney v. Gannett Co., Inc., CIV-78-630 C.
...as promised, there was a substantial breach going to the essence of the sale and entitling the buyer to rescission. Davis v. Hastings, 261 P.2d 193 (Okla.1953). The facts of the present case impel a finding that the breaches by Gannett were substantial breaches going to the essence of the b......
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French Energy, Inc. v. Alexander, 69749
...Soil and Water Con. Dist., Okl., 438 P.2d 491, 494 (1968).5 Wright v. Fenstermacher, Okl., 270 P.2d 625, 627 (1954); Davis v. Hastings, Okl., 261 P.2d 193, 195 (1953). In Douglass v. Douglass, 199 Okl. 519, 188 P.2d 221, 223 (1947), the court discussed the meaning of the term "failure of co......
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Bonner v. Oklahoma Rock Corp., 78986
...with standards of good faith and fair dealing."62 See, e.g., Wright v. Fenstermacher, Okl., 270 P.2d 625, 627 (1954); Davis v. Hastings, Okl., 261 P.2d 193, 195 (1953); Hurst v. Champion, 116 Okl. 228, 244 P. 419, 421-422 (1926).63 G.A. Nichols, Inc. v. Hainey, 190 Okl. 242, 122 P.2d 809, 8......
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