Glackin v. Bennett

• Decision Date: 12 March 1917
• Citation: 115 N.E. 490,226 Mass. 316
• Parties: GLACKIN v. BENNETT et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

226 Mass. 316

115 N.E. 490

GLACKIN

v.BENNETT et al.

Supreme Judicial Court of Massachusetts, Essex.

March 12, 1917.

Exceptions from Superior Court, Essex County; W. P. Hall, Judge.

Action by Frank J. Glackin against William H. Bennett and others. There was verdict for plaintiff, and defendants except. Exceptions sustained, and judgment for defendants.

J. W. Sullivan, of Lynn, for plaintiff.

S. H. Hollis and R. T. Parke, both of Lynn, for defendants.

CARROLL, J.

In October, 1912, the plaintiff bought from the defendants a second hand 1907 Peerless automobile, for which he paid $600. At this time a written agreement was executed, a copy of which is printed in a footnote.¹ This action is to recover for the breach of an oral warranty (made during the negotiations resulting in the sale) that the automobile could be operated twelve miles on one gallon of gasoline. There was no evidence of fraud nor of a breach of any of the terms of the written contract. On the cross-examination of the plaintiff, when the written contract for the first time appeared in evidence, he testified that when it was delivered he acquired concerning the warranty; thereupon the defendant Doane wrote what appears on the agreement in pencil, namely:

‘Guarantee as to parts same as with a new car.’ ‘I asked him to give me the guarantee that went with a new car. If that is the guarantee that goes with a new car I got all I asked for.’

He also testified that he did not know what Doane wrote. In the superior court the verdict was for the plaintiff.

[2] When it is apparent that the writing contains only a part of the agreement and does not purport to set forth all its terms, or when it is a reasonable inference that it was not intended to be a full and final statement of the entire transaction, the existence of a separate agreement, not inconsistent with its terms and relating to some subject on which the written instrument is silent, may be shown by parol. North Packing & Provision Co. v. Lynch, 196 Mass. 204, 206, 81 N. E. 891;Green v. Danahy, 223 Mass. 1, 4, 111 N. E. 675. See, also, West End Mfg. Co. v. Warren Co., 198 Mass. 320, 84 N. E. 488;Davis v. Cress, 214 Mass. 379, 101 N. E. 1081;Brooks Co. v. Wilson, 218 Mass. 205, 105 N. E. 607. But where a writing shows on its face that it includes the whole agreement of the parties and comprises all that is necessary to constitute a contract, it is presumed that they have placed the terms of their bargain in this form to prevent misunderstanding and dispute, intending it to be a complete and final statement of the whole transaction. And all their stipulations relating to its subject matter are to be found within the written instrument.

‘The rule forbidding the introduction of parol testimony to vary or contradict a written agreement is not merely one of evidence, though commonly, perhaps, so spoken of, but one of substantive law, and rests on the doctrine that when parties have deliberately put their agreements in the form of a written contract they shall not be allowed to show that the agreement was something else.’ Mears v. Smith, 199 Mass. 322, 85 N. E. 166;Butterick Pub. Co. v. Fisher, 203 Mass. 122, 89 N. E. 189,33 Am. St. Rep. 283;Fairfield v. Lowry, 207 Mass. 352, 358, 93 N. E. 598;Rochester Tumbler Works v. M. Woodbury Co., 215 Mass. 194, 197, 102 N. E. 438;Goldenberg v. Taglino, 218 Mass. 357, 359, 105 N. E. 883.

By deciding to put in writing all their promises they made the writing the sole record of their agreement; they agreed to this by the execution of the contract. Its terms and conditions therefore must be sought in the instrument wherein they are recorded, and to modify, enlarge or contradict them, would violate the substantive rights of the parties. The instrument was complete in itself,-it showed on its face that it denoted a complete legal obligation and contained all the conditions of the contract; it gave the name of the buyer and of the seller, the make and kind of automobile, the price paid, the acknowledgment of payment, and the specific warranty ‘as to parts same with a new car.’ In view of this it is unnecessary to consider the testimony of the plaintiff, and what inferences, if any, were to be drawn from it, showing his acceptance of the writing as a final and complete account of the agreement.

[3] Although the plaintiff testified he did not know what Doane wrote when the addition in pencil was made, there was no fraud practised upon him. He accepted the instrument as a final statement definitely fixing the terms of the agreement; and even if he did not sign it, no question under the statute of frauds arising, he is bound by it. See Old Colony R. R. Corp. v. Evans, 6 Gray, 25, 32, 66 Am. Dec. 394, and cases cited.

There are no obscure words in the document requiring explanation, and oral evidence cannot be resorted to for this purpose. Waldstein v. Dooskin, 220 Mass. 232, 235, 107 N. E. 927.

An express warranty, which is an affirmation of fact inducing the sale (Sales Act, St. 1908, c. 237, § 12), cannot be added to the written agreement, under the rule permitting an agreement by parol, which is collateral to the contract and on a distinct subject, to be proved. Durkin v. Cobleigh, 156 Mass. 108, 30 N. E. 474,17 L. R. A. 270, 32...