Jennings v. Puffer

• Decision Date: 22 November 1909
• Citation: 203 Mass. 534,89 N.E. 1036
• Parties: JENNINGS v. PUFFER.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

203 Mass. 534

89 N.E. 1036

JENNINGS v. PUFFER.

Supreme Judicial Court of Massachusetts, Suffolk.

November 22, 1909

COUNSEL

Arthur J. Selfridge, for plaintiff.

Wm. P Martin, for defendant.

OPINION

RUGG J.

The defendant entered into a written agreement with one Marcus of the tenor following, so far as material: 'I will sell you my estate containing 1,311 feet of land * * * for the sum of $125,000.' It contained no statement as to the title. The defendant offered to show by oral testimony that in the same interview, when the agreement was signed, reference was made to a lease to which the property was subject, and that the defendant delivered to the plaintiff a card showing its rentals and a memorandum of the lease; and that the parties then understood and agreed that if a deed should be executed in pursuance of the agreement, it should be made subject to the lease. The only question is whether such evidence was competent. Parol evidence is not admissible to contradict the terms of a written contract. In the absence of fraud or mistake, all previous or contemporary verbal negotiations are merged in the written instrument, which is conclusively presumed to express the bargain. But where any of the terms of the contract are ambiguous or the sense of a word is obscure, all the circumstances attending the transaction may be shown in order to clear up the doubt. Oral evidence is not admissible for the purpose of constructing a new contract or varying the old, but to ascertain the meaning of the one actually made by showing the situation of the parties with relation to the bargain in order intelligently to apply the contract to the subject-matter with which it deals. Lee v. Butler, 167 Mass. 426, 428, 46 N.E. 52, 57 Am. St. Rep. 466; Smith v. Vose Piano Co., 194 Mass. 193, 80 N.E. 527, 9 L. R. A. (N. S.) 966, 120 Am. St. Rep. 539, and cases cited; Way v. Greer, 196 Mass. 237, 81 N.E. 1002, and cases cited.

The descriptive word employed in the agreement is 'estate.' This does not necessarily define with precision the nature of the defendant's title. It may signify the quantity of interest held by the defendant. It does not clearly show whether the land was free from all possible incumbrances or subject to restrictions or lease. The agreement was in this regard open to identification as to its subject-matter. It was therefore competent to make definite the exact nature of the estate referred to in the agreement, by testimony as to what occurred at the time it was executed. Sleeper v. Nicholson, 201 Mass. 110 113, 87 N.E. 473; ...