Farmers' Feed & Grain Co. v. Longway

• Citation: 154 A. 674
• Court: United States State Supreme Court of Vermont
• Decision Date: 05 May 1931
• Parties: FARMERS' FEED & GRAIN CO. v. LONGWAY et al.

154 A. 674

FARMERS' FEED & GRAIN CO.

v. LONGWAY et al.

Supreme Court of Vermont. Franklin.

May 5, 1931.

Exceptions from Franklin County Court; Allen R. Sturtevant, Judge.

Action by the Farmers' Feed & Grain Company against Joseph Longway and another. Judgment for plaintiff, and defendants except.

Reversed and remanded.

Argued before POWERS, C. J., and SLACK, MOULTON, WILLCOX, and THOMPSON, JJ.

F. L. Webster, of Swanton, for plaintiff.

Watson & McFeeters, of St. Albans, for defendant Cross.

POWERS, C. J.

This is an action on an overdue promissory note signed by the defendants. The case was tried by the court and judgment was for the plaintiff. The defendant Cross excepted.

The findings show that, in 1928, the defendant Longway was the lessee of a farm owned by Cross for a term ending on November 1 of that year. Longway then owed the plaintiff a debt of $500, for which on October 23, 1928, he gave the note in suit. At the same time, T. J. McGovern, who was the Farmers' Feed & Grain Company, gave Cross a writing which provided that the latter should be released from liability on the note if "Longway leaves or is discharged from Mr. Cross farm." It is on this agreement that Cross predicates his defense. Longway left the farm November 1, 1929, and the note fell due November 6, 1929.

Subject to objection and exception, the plaintiff was allowed to show by parol evidence certain facts and circumstances tending to show that it was the intention of the parties that the writing signed by McGovern should release Cross if Longway left the farm during the term of a renewal of the lease from November 1, 1928, to November 1, 1929, which was then contemplated by the defendants, and not otherwise. This evidence was admitted on the theory that it afforded a basis for a proper construction of the McGovern writing. And the court found the fact to be that the parties intended the writing to be so interpreted. The admission of this evidence for the purpose indicated was error.

A contract may be so drawn that one or more of its terms are left to implication. And when such implication is not external to the contract, but is gathered from it, it is as much a part of the contract as if it was set forth therein in express terms. Rioux v. Ryegate Brick Co., 72 Vt. 148, 154, 47 A. 406; Ambrosini v. Pelaggi & Co., 94 Vt 119,123,108 A. 916. The writing signed by McGovern is such a contract. It is quite obvious that the condition above quoted did not contemplate that Longway should occupy the farm for...