Hulse v. Juillard Fancy Foods Co.

• Decision Date: 28 July 1964
• Citation: Hulse v. Juillard Fancy Foods Co., 39 Cal.Rptr. 529, 61 Cal.2d 571, 394 P.2d 65 (Cal. 1964)
• Court: California Supreme Court
• Parties: , 394 P.2d 65 M. E. HULSE, Plaintiff and Appellant, v. JUILLARD FANCY FOODS CO., Defendant and Respondent. S. F. 21206.

Page 529

39 Cal.Rptr. 529

61 Cal.2d 571, 394 P.2d 65

M. E. HULSE, Plaintiff and Appellant, v.JUILLARD FANCY FOODS CO., Defendant and Respondent.

S. F. 21206.

Supreme Court of California, In Bank.

July 28, 1964.

J. Albert Hutchinson, San Francisco, for plaintiff and appeallant.

Salvatore C. J. Fusco and Ewart Lytton Merica, San Francisco, for defendant and respondent.

GIBSON, Chief Justice.

Plaintiff, and importer, brought this action against defendant, a corporation which distributes food products, for breach of a contract that was partly written and partly oral.Judgment was entered for defendant, and plaintiff appeals, contending, among other things, that a written provision of the contract was erroneously interpreted by the court on the basis of parol evidence.

The parties orally agreed that plaintiff would give defendant the exclusive right to distribute a minit syrup in four western states, where the product had not been sold previously, and that defendant would use its best efforts to distribute the syrup.The written portion of the contract contains an order by defendant for 500 cases of syrup packed 12 half-liter bottles to a case and 100 cases of syrup packed 12 one-liter bottles to a case.The writing also provides that 'We(defendant) guarantee the sale of 2500 cases of the 1/2 liter size within a twelve month period.'

Defendant received and paid for the 600 cases of syrup referred to in the order, but no payment was ever made pursuant to the guarantee provision.According to plaintiff, that provision obligated defendant to purchase an additional 2,500 cases of syrup, whereas defendant takes the position that the provision related to carton containers rather than to cases of syrup.The trial court received extrinsic evidence as an aid to construction and found in favor of the interpretation urged by defendant.

Although parol evidence is inadmissible to vary or contradict the terms of a writing which constitutes a partial integration of an agreement (Pierce v. Edwards(1907)150 Cal. 650, 654, 89 P. 600;seeRest., Contracts, § 239;9 Wigmore, Evidence (3rd ed. 1940) § 2430), such evidence may be received to aid the court in ascertaining the true intent of the parties where the written language is fairly susceptible of two or more constructions (Barham v. Barham(1949)33 Cal.2d 416, 422-423, 202 P.2d 289;seeImbach v. Schultz(1962)58 Cal.2d 858, 860, 27 Cal.Rptr. 160, 377 P.2d 272).The guarantee provision, unlike the provisions for the purchase of the 600 cases, does not expressly mention any product.The phrase '2500 cases' may reasonably be construed as referring to cases in the sense of containers only, without regard to whether they be empty or full, or as referring to cases of syrup, i. e., the product as well as the containers.Other terms of the order are consistent with either construction.From the fact that another part of the agreement contains an order for syrup it might be implied that the guarantee provision related to syrup, but this implication is not compelled, and extrinsic evidence was admissible to determine the true intent of the parties.

The record amply supports the court's interpretation of the guarantee provision.For example, there was...