Dennison L. Wood v. Jesse James

• Decision Date: 18 December 1918
• Citation: Dennison L. Wood v. Jesse James, 106 A. 566, 93 Vt. 36 (Vt. 1918)
• Parties: DENNISON L. WOOD v. JESSE JAMES
• Court: Vermont Supreme Court

106 A. 566

93 Vt. 36

DENNISON L. WOOD v. JESSE JAMES

Supreme Court of Vermont

December 18, 1918

Special Term at St. Johnsbury, April, 1918.

ACTION OF CONTRACT. Plea, the general issue. Trial by jury at the September Term, 1917, Orleans County, Butler, J., presiding. Verdict and judgment for the plaintiff. The defendant excepted. The opinion states the case.

Judgment affirmed.

Dunnett Shields & Conant for the defendant.

Frank D. Thompson for the plaintiff.

Present WATSON, C. J., POWERS, TAYLOR, and MILES, JJ.

OPINION

MILES

This is an action of contract in the common counts in assumpsit to recover money paid by plaintiff to defendant upon a contract for the sale of real estate by the latter to the former, dated March 28, 1917. The plea is the general issue. In and by the contract the defendant agreed to convey to the plaintiff certain real estate and personal property for which the plaintiff agreed to pay the defendant the sum of $ 7,500, as follows: $ 2,500 on the day of the contract and the balance on or before the 1st day of May, 1917, and the defendant agreed, upon the completion of the payment of the full amount according to the terms named, he would convey and deliver to the plaintiff the property, giving him a perfect title to the same. On the execution of the contract, the plaintiff paid defendant the $ 2,500 in accordance therewith.

On the 29th day of April, 1917, the plaintiff went to the farm in question with the intention of completing the payment for the property purchased and of taking the conveyance and possession thereof, all in accordance with the terms of the contract. On that day the plaintiff and defendant looked over a part of the premises, and on the following day they entered into an agreement, written on the paper containing the contract of sale, which agreement was as follows: "The above agreement is hereby declared void, and the parties hereby release each other from the above and all the conditions therein specified." Though this agreement was dated April 28, 1917, it was signed on April 30th.

The defendant was allowed to introduce parol testimony tending to show the conversation had between him and the plaintiff, leading up to and resulting in the execution of the agreement of rescission, and from the conversation so shown he claimed to have understood, and to have had a right to understand, that the plaintiff assented to his retaining the money paid under the original contract. The plaintiff denied that any conversation was had between them, respecting the rescission, of the nature or character claimed by defendant, and this was made a controverted question at the trial.

At the close of the evidence the defendant made a motion for a directed verdict in his favor, on the grounds: (1) That there was no cause of action shown by a fair interpretation of evidence; and (2) that the contract of rescission, in effect, discharged both parties from all right, title, or interest in or to or concerning the contract of sale, up to the time the writing was made and signed. The motion was overruled and exception saved.

If the parol evidence mentioned above were proper for consideration in construing the rescissory agreement, it presented a question for the jury. The second ground assigned, as we understand the record, is based upon the construction of this agreement, exclusive of the parol evidence. Unless it means this, the same question in effect is presented as on the first ground of the motion.

By this agreement the previous contract was rescinded by the mutual consent of the parties. It contains mutual stipulations, and is a release of each party to the other. The release of one is a consideration for the release of the other. Perry v. Buckman, 33 Vt. 7; Collyer & Co. v. Moulton, 9 R.I. 90, 98 Am. Dec. 370; Cummings v. Arnold, 44 Mass. 486, 37 Am. Dec. 155. In line with the above see In re Stevens & Adams, W. B. Locklin, Receiver, 74 Vt. 408, 412, 52 A. 1034; Lamson v. Lamson, 52 Vt. 595, 599; Missisquoi Bank v. Sabin, 48 Vt. 239, 245; Hill v. Smith & Carpenter, 34 Vt. 535, 544.

This agreement is clear in language and unambiguous, and is to be interpreted by its own terms, without resort to parol evidence of what was said between the parties during the negotiations thereof. The written agreement must be taken as intended to contain the terms agreed upon, and as declaring the understanding of the parties. Flanders v. Fay, 40 Vt. 316; Smith v. Fitzgerald, 59 Vt. 451, 9 A. 604; Vermont Marble Co. v. Eastman, 91 Vt. 425, 101 A. 151.

"The general rule," says Mr. Spence in his work on Equitable Jurisdiction, vol. 1, P. 556, "excludes from the consideration of the court every question but this: What is the meaning of the words which the parties have used? The question is not broadly what was the intention of the parties; what the meaning of the words indicate, must be taken to have been the intention." In Rickman v. Carstairs, 5 Barn. & Adol. 651, 663, Lord Denman says: "The question in this, and other cases of construction of written instruments, is, not what was the intention of the parties, but what is the meaning of the words they have used." In Cardinal Rules of Legal Interpretation by Beal, (2nd ed.) 59, 60, the same thing is stated, referring to other English cases. Smith v. Fitzgerald, is to the same effect. In Clement v. Bank of Rutland, 61 Vt. 298, 17 A. 717, 4 L.R.A. 425, it is said: "While it is true that the intention of the grantor must govern, yet that intention must be gathered from the language of the deed, and cannot rest in mental purpose alone." In Vermont Marble Co. v. Eastman, it is said: "The language of this deed interpreted in connection with, and in reference to, the nature and condition of the subject-matter of the grant at the time the instrument was executed, and the obvious purpose the parties had in view, is clear and unambiguous, its meaning is a question of law for the court, and the intent cannot be altered by evidence, or findings, of extraneous circumstances. * * * The language being clear and unambiguous, the deed is to be interpreted by its own language, and the court is not at liberty to look at extraneous circumstances for reasons to ascertain its intent; and the understanding of the parties must be deemed to be that which their own written instrument declares." The cases of Springsteen v. Samson, 32 N.Y. 703; New York Life Ins. Co. v. Hoyt, 161 N.Y. 1, 55 N.E. 299, and Geneva v. Henson, 195 N.Y. 447, 464, 88 N.E. 1104, are directly in point.

That the interpretation was therefore for the court is too well understood to need the citation of authorities, and on the interpretation given depends, not only the disposition of the motion for a verdict, but of the case as well. Of course, if the rescissory contract is reasonably subject to two constructions, or is otherwise ambiguous, then extraneous evidence may be used in aid of the proper construction to meet the intent of the parties. But unless it comes to that, the contract cannot be construed other than according to its own language.

Adams v. Smilie, 50 Vt. 1, was a bill in chancery, among other things, to enjoin a suit at law brought to recover on a written contract containing an unqualified promise to pay a sum certain. The bill set forth a contemporaneous verbal agreement by which a part of the sum promised to be paid was to consist in real estate. The Court in that case say: "In the defendant's suit at law, the rule of evidence would prevail that does not permit anything but the writing to show what were the terms of the contract."

There is no doubt but that parol evidence may be received for the purpose of showing an additional oral agreement entered into by the parties at the time of making the written agreement, not inconsistent therewith. We apprehend that the limitation of this doctrine is pretty generally, and perhaps fully, stated in Winn v. Chamberlin, 32 Vt. 318. The presumption of law is that the writing contains the whole contract (Wason v. Rowe, 16 Vt. 525; Winn v. Chamberlin, supra), and the exception to this rule is where it is satisfactorily shown that, for some reason, the parties did not intend to reduce the whole contract to writing, and the portion omitted is consistent with the writing. It is said in the authority last cited: "And a written memorandum of a transaction will never exclude proof of stipulations not included in the writing, where both parties agree that the writing shall not contain the whole contract, unless the additional matters are inconsistent with the writing. The writing, as far as it goes, is always conclusive between the parties, and is presumed to contain the whole contract made at the time, and if anything is omitted by mistake of either or both of the parties, it cannot be shown. The only remedy in such case is to reform the contract in a court of equity." See Reynolds v. Hassam, 56 Vt. 449; Dunnett & Slack v. Gibson, 78 Vt. 439, 63 A. 141. But this principle is not to be applied where the oral part of the agreement is inconsistent with the written instrument. Dixon v. Blondin, 58 Vt. 689, 5 A. 514.

Where there is no ambiguity in the contract that requires explanation by oral testimony such testimony is no more admissible to vary the clear and settled legal meaning and effect of a written contract than it is to vary its terms. Brandon Mfg. Co. v. Morse, 48 Vt. 322. See, also, Kinnear & Gager Mfg. Co. v. Miner, 88 Vt. 324, 92 A. 459.

When the rescissory contract was entered into, nothing had been done in performance of the contract of sale, except the payment by the plaintiff of part of the purchase money. By the terms of the contract, the plaintiff was to receive a conveyance and delivery of the property upon the completion of...