Grote v. A. C. Hine Co.

• Court: Connecticut Supreme Court
• Writing for the Court: Before BALDWIN; BORDON
• Citation: Grote v. A. C. Hine Co., 170 A.2d 138, 148 Conn. 283 (Conn. 1961)
• Decision Date: 11 April 1961
• Parties: William GROTE v. A. C. HINE COMPANY. Supreme Court of Errors of Connecticut

Page 138

170 A.2d 138

148 Conn. 283

William GROTE v. A. C. HINE COMPANY.

Supreme Court of Errors of Connecticut.

April 11, 1961.

H. Martyn Owen, Jr., Hartford, for appellant (defendant).

Edward J. Daly, Jr., Hartford, for appellee (plaintiff).

Before BALDWIN, C. J., and KING, MURPHY and MELLITZ, JJ., and BORDON, Superior Court Judge. BORDON, Judge.

The plaintiff in this action seeks an injunction and damages for breach of contract by the defendant. The trial court rendered judgment awarding damages to the plaintiff, and the defendant has appealed.

The finding, which is not subject to correction, discloses the following facts: On October 9, 1959, the parties signed a contract whereby the plaintiff agreed to purchase a new 1960 Pontiac car from the defendant. The contract set forth the price of the Pontiac and provided for payment as follows: '* * * of which amount I [the plaintiff] have deposited herewith the sum of $100 and have and do hereby sell, assign and convey unto * * * The A. C. Hine Company, One (1) 1956 Ford conv. Blue * * * at the agreed price of $1,313.38. * * *' The balance of the purchase price was to be paid in cash upon delivery of the Pontiac. No date for the delivery of the new car was provided for in the contract, but the parties expected that delivery would be made in four to six weeks. Because of the nature of his employment, the plaintiff needed a car. He expected to continue to drive the Ford until the new car was delivered to him, but this expectation was not communicated by him to the defendant and did not constitute any inducement to the plaintiff to enter into the contract. Neither at the time the contract was signed nor before was there any discussion between the parties about permitting the plaintiff to use the Ford. That car had been in an accident a few weeks earlier and required body repairs. After the contract was signed, the parties entered into an independent arrangement which permitted the plaintiff to use the Ford until the defendant's body shop needed work; then the plaintiff would take the Ford to the defendant, which would thereupon loan the plaintiff another car for his use pending the arrival of the new car. While using the Ford, the plaintiff experienced mechanical difficulties with it and took it to the defendant. The defendant repaired it at a cost of $214.57. The plaintiff refused to pay the repair bill, and the defendant attempted to add it to the balance due on the Pontiac. Upon arrival of the Pontiac, the plaintiff offered the balance of the agreed purchase price; this was refused by the defendant unless the repair bill of $214.57 was paid by the plaintiff. The defendant attempted to break the contract and return the cash deposit, but this was refused by the plaintiff. Pending delivery of the new car, the defendant, on four different occasions, loaned the plaintiff a car for his use from its stock of used cars.

The trial court concluded that the written contract of October 9, 1959, constituted the entire contract between the parties relative to the purchase of the Pontiac and the transfer of the Ford to the defendant; that the arrangement for the use of the Ford was made subsequently to, and was entirely separate and distinct from, the written contract and was not intended as a modification of it; that the plaintiff did not authorize the repairs to the Ford; and that the defendant broke the written contract, entitling the plaintiff to recover the amount the defendant had agreed to pay for the Ford.

The defendant claims that the arrangement permitting the plaintiff to use the Ford constituted a modification of the written contract. The defendant concedes in its brief that the contract language providing for the immediate transfer of title to the Ford is unequivocal; it does not dispute the meaning or legal effect of that language. See 2 Williston, Sales (Rev.Ed.) § 259. It claims, however, that the parties modified the contract after its execution, so that the transfer of title to the Ford was not to take place until delivery of the Pontiac. See Restatement, 1 Contracts § 274. A written contract can be modified by a subsequent parol agreement if that is the intention of the parties. Blakeslee v. Board of Water Commissioners, 121 Conn. 163, 182, 183 A. 887; Baier v. Smith, 120 Conn. 568, 571, 181 A. 618. The...