Deal Farms, Inc. v. Farm & Ranch Supply, Inc., OO-207

• Decision Date: 30 April 1980
• Docket Number: No. OO-207,OO-207
• Citation: 382 So.2d 888
• Parties: DEAL FARMS, INC., and Charles Allen, Appellants, v. FARM & RANCH SUPPLY, INC., Appellee.
• Court: Florida District Court of Appeals

Page 888

382 So.2d 888

DEAL FARMS, INC., and Charles Allen, Appellants, v. FARM & RANCH SUPPLY, INC., Appellee.

No. OO-207.

District Court of Appeal of Florida, First District.

April 30, 1980.

Robert B. Staats, Panama City, for appellants.

Elaine N. Duggar, of Gardner, Shelfer, Mendelson & Duggar, Tallahassee, for appellee.

LARRY G. SMITH, Judge.

Appellants, Deal Farms, Inc. and Charles Allen, seek reversal of a final judgment dismissing their suit against appellee Farm and Ranch Supply, Inc. In their complaint, appellants sought damages for appellee's delivery of certain farm equipment allegedly differing from that ordered by appellant, Charles Allen, in behalf of Deal Farms and Allen, as joint venturers. Allen relies for reversal upon the contention the trial court erred in ruling that the existence of a written purchase order, signed by Allen, precluded Allen from testifying that the purchase order was in blank form when he signed it, and that the farm equipment later described in the purchase order was not what he had verbally ordered in his earlier conversation with appellee's salesman. Deal Farms relies for reversal upon its contention that the court's entry of summary judgment finding that it was not entitled to maintain the action was erroneous, because the complaint alleged that Deal Farms and Allen were joint venturers, hence both were entitled to maintain the suit against appellee, even though only Allen had any dealings with appellee, and Deal Farms' relationship with Allen was not disclosed to appellee. We find error as to both appellants, and reverse.

Allen testified in his deposition that he orally ordered some farm equipment from appellee's salesman, which included two grain drills with double openers, and a planter with a monitoring device. He also testified that he later went to appellee's place of business, where he delivered a check for the full purchase price, and signed a blank purchase order form. The signed purchase order itself, when produced before the trial court, contained a description of farm equipment, but it called for two grain drills with single openers, and a planter with no monitoring device. On the morning the case was set for trial, the trial court granted appellee's motion in limine, ruling that under the parol evidence rule, appellants could not present any evidence of prior oral negotiations or conversations relating to the ordering of the farm equipment, and could not present any evidence that the farm equipment ordered differed from that shown in the written purchase order. The trial court subsequently granted appellee's oral motion for summary judgment against Allen. Deal Farms had already been eliminated as a party plaintiff by the trial court's pre-trial summary judgment, the details of which will be mentioned later.

We find that the trial court erred in applying the parol evidence rule precluding Allen from testifying that the purchase order was merely a blank form, with no writing describing farm equipment, when he signed it. Allen's testimony on this point is uncontroverted in the record before us. Whether the instrument he signed was, or was not, a blank form is therefore an issue of fact to be resolved at the trial. Appellee argues in support of the trial judge's ruling, that parol evidence may not be considered to alter a writing which is clear and unambiguous on its face; that a party cannot defend against a written contract on the ground that he signed it without reading it; and that a prior or contemporaneous oral agreement is inadmissible to vary, contradict, or add to a written contract intelligible on its face. Although we agree with these well-settled principles, they are not pertinent to the issue here which is what was signed by Allen: A blank purchase order, or a fully completed document? The fallacy in appellee's argument is that it assumes the existence of a fully completed written document. Of course, it is true that the purchase order, as of the time it was presented in court, was a "written purchase order" (as the document is described in appellee's brief, page 10). The issue, however, is the contents of the document when it was signed by Allen. We know of no authority, and none has been cited by appellee, standing for the proposition that a party may be prevented from testifying, if that is the case, that a purported written contract was nothing but a blank piece of paper when signed by him. Although one may envision circumstances under which a party might be precluded by waiver or estoppel from so testifying, there are no such circumstances presented by the case before us. Here, the issue is whether there was actually a written contract, not whether the contract correctly reflects the agreement of the parties. The parol evidence rule presupposes an action involving an existing valid contract that is, a contract in force as a binding obligation. If the issue is as to the existence or validity of the alleged contract, the rule, by its very terms, has no application, and extrinsic evidence is admitted to determine that issue, whether such evidence tends to establish the validity or invalidity of the contract in question. 30 Am.Jur.2d, Evidence, § 1016; 13 Fla.Jur., Evidence, § 392; Atwell v. Western Fire Insurance Co., 120 Fla. 694, 163 So. 27 (1935); Bleemer v. Keenan Motors, Inc., 367 So.2d 1036 (Fla. 3rd DCA 1979). In the Atwell case, where blank amounts were left in an otherwise valid covenant to procure and...