Grubb v. Rockey

• Decision Date: 19 March 1951
• Citation: 79 A.2d 255,366 Pa. 592
• Parties: GRUBB et ux. v. ROCKEY et ux.
• Court: Pennsylvania Supreme Court

79 A.2d 255

366 Pa. 592

GRUBB et ux. v. ROCKEY et ux.

Supreme Court of Pennsylvania.

March 19, 1951

Reargument Denied April 9, 1951.

Homer A. Grubb and wife filed a bill in equity against Charles S Rockey and wife for specific performance of a written contract to sell realty. The Court of Common Pleas of Centre County at No. 1 May Term, 1949, Ivan Walker, P. J., rendered a decree refusing specific performance and plaintiffs appealed. The Supreme Court, No. 7, January Term, 1951, Bell J., held that where written contract to sell realty stated that the purchase price was $10,000 and that vendors should receive the rents, issues and profits until possession was delivered to purchasers, evidence of alleged contemporaneous oral agreement, which allegedly induced the written contract to sell the realty for $11,200 with reservation to vendors of wheat crop to be harvested after date fixed for delivery of possession to purchasers, was inadmissible under parol evidence rule.

Decree reversed and record remanded with directions to enter a decree in accordance with opinion.

Edward L. Willard and Willard & Dunaway, all of State College, for appellant.

William W. Litke and Fleming & Litke, all of Bellefonte, for appellee.

Before DREW, C. J., and STERN, STEARNE, JONES, BELL, LADNER and CHIDSEY, JJ.

BELL Justice.

Plaintiffs filed a bill in equity for specific performance of a written contract to sell real estate. The contract provided that the purchase price for the real estate or farm was $10,000., which plaintiffs proved they had paid on or before March 1st. Mr. Rockey alleged and testified over the vigorous objection of counsel for plaintiffs that an oral agreement was made for ‘ the sale of said farm for $11,200. and a reservation to the defendants of the wheat crop ’ after March 1st; and that this oral agreement induced the written agreement. The chancellor found that the purchase price orally agreed upon was $11,200., and consequently refused specific performance. The narrow but very important question raised in this appeal is whether evidence of an oral contemporaneous inducing agreement is admissible to vary and contradict (1) a comprehensive written agreement, and (2) the purportedly real consideration set forth therein.

The parties hereto entered into a complete, comprehensive and carefully prepared written agreement drawn by Mr. Taylor, defendants' attorney, which recited, inter alia, that defendants agreed to sell and the plaintiffs to buy the farm in question ‘ for the sum of Ten Thousand ($10,000.00) Dollars, ^[1] to be paid as follows: Three Thousand ($3,000.00) Dollars to be paid in cash * * * upon the signing of this Agreement, the receipt whereof is hereby acknowledged; and the further payment of the balance of Seven Thousand ($7000.00) Dollars to be paid in cash to the parties of the first part on or before March 1, 1949 . * * * possession of said premises shall be delivered to the party of the second part, * * * on or before the First day of March, A. D. 1949; until which time the party of the first part shall be entitled to have and receive the rents, issues and profits thereof .’ There then followed the usual provisions with respect to taxes and fire insurance, an acceleration clause upon default, and the usual waiver of exemption and inquisition and confession of judgment clauses.

Defendants attempted to both vary and contradict the written contract by the aforesaid oral agreement which they alleged induced the written contract. Defendant Rockey admitted that on Friday, January 7, he had offered to sell his farm to Grubb for $10,000. On Monday, January 10, plaintiff, Grubb, and defendant, Rockey, met, without their wives, to conclude the sale. Defendant took Grubb to the office of defendants' lawyer. Rockey testified that at that time he demanded $12,500. for the farm and after some haggling, agreed to accept $11,200. and the reservation to himself of the wheat crop which was to be harvested after March 1st; that Grubb agreed to this, but wanted to pay $1200. on the side so his family wouldn't know he was paying more than $10,000., which was the price everyone had agreed upon. Grubb denied this . Mr. Taylor testified that after some haggling Rockey and Grubb agreed that the purchase price for the farm was to be $11,200. There were thus three different versions of what occurred prior to the written agreement, which provided, as above noted, for a purchase price of $10,000. and the reservation of the wheat to Rockey only until March 1, 1949 .

All parties agree (1) that on January 10, just before Mr. Taylor drew the written agreement, Grubb paid $3000. cash to Mr. Taylor for which he received a receipt ‘ for down payment on C. S. Rockey farm’, and also $1200. cash for which he received a receipt ‘ cash payment on farm’ ; and (2) that Grubb paid Rockey $10,000. for the purchase of said farm on or before March 1, 1949. Defendants claim and the chancellor found that said payment of $1200. cash was a payment on account of the oral agreement and not as the receipt shows ‘ cash payment on farm’ . If said $1200. cash payment for the farm was paid before the written agreement was dictated or signed, it was certainly advisable but not necessary to insert it in said written agreement, since payments on account of the purchase price or consideration set forth in a written agreement may, ex necessitate, always be proved by parol .

Mr. Taylor after consultation with Rockey, advised Grubb by letter dated March 4th, that Rockey would not go through with the sale of the farm until Grubb made some agreement with him concerning the wheat crop which was to be harvested after March 1st; and returned to Grubb four checks totaling $5800. If, on March 4th, plaintiffs still owed defendants $1200., as defendants, now claim, is it not difficult to understand why Mr. Rockey and Mr. Taylor would have failed to mention that fact and would have demanded the wheat crop instead of the $1200.?^[2]

It is unnecessary to decide^[3] which of the parties is mistaken about the alleged parol agreement-their contrariety of recollection merely serves to emphasize the wisdom of the modern Pennsylvania Parol Evidence Rule.

The chancellor relied on Danish Pride Milk Products Co. v Marcus, 272 Pa. 340, 344, 116 A. 303; Excelsior Saving Fund & Loan Ass'n v. Fox, 253 Pa. 257, 98 A. 593; Croyle v. Cambria Land & Improvement Co., 233 Pa. 310, 82 A. 360; Gandy v. Weckerly, 220 Pa. 285, 69 A. 858, 18 L.R.A.N.S., 434; and Greenawalt v. Kohne, 85 Pa. 369, which held or broadly asserted that ‘ a contemporaneous oral agreement on the faith of which a written contract was executed, may be shown, although it varies the terms of the latter’ . While these and other earlier cases so holding were not specifically overruled, a new or modern parol evidence rule was announced in Gianni v. Russell & Co., Inc., 281 Pa. 320, 126 A. 791; and the old law was judicially buried in Speier v....