Howard G. Hayden v. Melvin A. Hoadley

• Decision Date: 05 October 1920
• Citation: 111 A. 343,94 Vt. 345
• Parties: HOWARD G. HAYDEN ET AL. v. MELVIN A. HOADLEY ET AL
• Court: Vermont Supreme Court

111 A. 343

94 Vt. 345

HOWARD G. HAYDEN ET AL. v. MELVIN A. HOADLEY ET AL

Supreme Court of Vermont

October 5, 1920

May Term, 1920.

ACTION OF CONTRACT. Plea, the general issue. Trial by jury in the Montpelier City Court, Washington County, Erwin M. Harvey City Judge. Verdict and judgment for the plaintiffs. The defendants excepted. The opinion states the case.

Judgment reversed, and cause remanded.

Fred L. Laird and Edward H. Deavitt for the defendants.

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

OPINION

POWERS

The parties to this action exchanged properties, and as a part of the arrangement the defendants gave the plaintiffs the following writing which all signed:

"Memorandum of agreement made this 2nd day of May, A. D. 1919, by and between Melvin A. Hoadley and George A. Peck, both of Montpelier, in the county of Washington and State of Vermont and Howard G. and Georgia V. Hayden, both of Worcester, in the county of Washington and State of Vermont, witnesseth: We, the said Hoadley and Peck, in consideration of the said Haydens having this day conveyed to us their farm in Worcester aforesaid, and whereas, we, the said Hoadley and Peck, have this day conveyed to the said Haydens certain land and premises situated on the westerly side of North Street in the city of Montpelier, as and for additional consideration for such exchange of properties, bind ourselves and agree to make, without expense to said Haydens, the following repairs upon the premises conveyed to the said Haydens as aforesaid, viz: The said Hoadley and Peck agree to straighten up and shingle the barn on said premises; to straighten up the house; repair and paint the roof, and paint the same back of said house; to repair the cellar wall; and to install a pump in said house." It is for the noncompliance with this agreement that suit is brought.

At the trial, the defendants offered to show that at the time the writing was signed it was agreed that they should have until October 1, 1919, in which to make the repairs, that only $ 60 need be expended therefor, and that No. 2 shingles were to be used on the barn. These offers were excluded and the defendants excepted. The rulings were correct. The case calls for the application of a rule so often and so recently reaffirmed by this Court that we need take no time in its discussion. A written contract which contains no latent ambiguity cannot be qualified controlled, contradicted, enlarged, or diminished by any contemporaneous or antecedent understanding or agreement; and oral testimony can no more be received to vary or contradict the legal intendment of such a contract than to vary or contradict its express terms. Kinnear & Gager Mfg. Co. v. Miner, 88 Vt. 324, 92 A. 459; Wood v. James, 93 Vt. 36, 106 A. 566. The legal effect of the contract before us--it being silent as to the time of performance--was to require the repairs specified to be completed within a reasonable time. Reynolds v. Reynolds, 74 Vt. 463, 52 A. 1036. This is a provision of the contract implied by the law, and that which is so implied is as binding as that which is expressed. In legal consequence, then, this contract is just what it would be if it was therein expressly provided that the repairs were to be made within a reasonable time. Cocker v. Franklin, etc., Co., 3 Sumn. 530, 5 F. Cas. 1152, Fed. Cas. No. 2, 932; Stange v. Wilson, 17 Mich. 342. To admit the testimony offered by the defendants to the effect that the parties agreed upon October 1, as the limit of the time given for the repairs would be to allow the plain legal effect of the written contract to be controlled by oral evidence. That is not permissible. Cameron Coal & Mercantile Co v. Universal Metal Co., 26 Okla. 615, 110 P. 720, 31 L. R. A. (N. S.) 618, and note. The contract before us is unequivocal and complete, and to say that parol evidence can be received to fix the time of performance, on the ground that the contract is incomplete, is wholly illogical and wrong, and so much of Dunnett & Slack v. Gibson, 78 Vt. 439, 63 A. 141, as is to that effect is overruled. From this it is not to be inferred that we question the proposition that an incomplete writing may be supplemented by parol, for this is a rule of unquestioned soundness.

The evidence under discussion was not offered on the ground that it was admissible on the question of what was a reasonable time under the circumstances, so we give that question no attention. For the same reason, the questions asked Hayden in cross-examination regarding the understanding about the amount of money to be paid out in the repairs, and the kind of a wall that should be made, were properly excluded. The record does not show when the conversations referred to in this connection took place, so in support of the ruling we assume that it was before the written contract was executed. In further cross-examination Hayden was asked, "This wall that was being laid was in the same condition as the old wall all the time, wasn't it?" This question was excluded, and ...