John T. Stanley Co., Inc. v. Kaufman

• Citation: 171 S.E. 32,170 S.C. 521
• Decision Date: 11 October 1933
• Docket Number: 13701.
• Parties: JOHN T. STANLEY CO., Inc., v. KAUFMAN et al.
• Court: United States State Supreme Court of South Carolina

171 S.E. 32

170 S.C. 521

JOHN T. STANLEY CO., Inc., v. KAUFMAN et al.

No. 13701.

Supreme Court of South Carolina

October 11, 1933

Appeal from Common Pleas Circuit Court of Greenville County; M. M Mann, Judge.

Action by the John T. Stanley Company, Inc., against Bernard Kaufman and Annie Kaufman, individually, and as partners doing business as Kaufman Bros., who filed a counterclaim. From an adverse judgment, plaintiff appeals.

Affirmed.

Wilton H. Earle, of Greenville, for appellant.

Price & Poag and W. A. Bull, all of Greenville, for respondents.

CARTER Justice.

As plaintiff, John T. Stanley Company, Inc., commenced this action against the defendants, Bernard Kaufman and Annie Kaufman, individually, and as partners doing business as Kaufman Bros., in the court of common pleas for Greenville county May 14, 1931, for the recovery of judgment in the sum of $3,994.16, based on the allegation that the plaintiff sold and delivered to the defendants goods and merchandise for that price, alleging that sum to be due thereon, after allowing all credits. In their answer the defendants interposed a general denial and also set up a counterclaim alleging that the defendants were and had been, engaged in operating an automobile accessory business in the city of Greenville, which operations according to defendants' allegations, extended throughout Greenville county and the surrounding towns and counties for a distance of approximately 125 miles; further, that the plaintiff and defendants were parties to a contract, under the terms of which the defendants were the exclusive agents of the plaintiff in the city of Greenville and the said surrounding territory, for the "sale of glycerine and anti-freeze"; that, after the execution of the said contract, the "plaintiff, in disregard of its agreement, and in fraud of defendants' rights, shipped to one of defendants' competitors the same merchandise, which plaintiff was selling defendants, in defendants' exclusive territory," and that thereby the defendants were damaged in the sum of $5,000 actual damages and $5,000 punitive damages. In its reply to the answer and counterclaim of the defendants the plaintiff denied the facts alleged therein.

The case was tried at the October, 1932, term of said court before his honor, Judge M. M. Mann, and a jury. At the trial of the case the defendants relied upon the counterclaim, admitting the allegations of the plaintiff as set forth in the complaint. At the close of the introduction of the testimony, a motion of the plaintiff for direction of a verdict for the plaintiff being refused, the case was submitted to the jury, and a verdict returned for the plaintiff against the defendants in the sum of $3,994.16, and in favor of the defendants against the plaintiff in the sum of $2,515.16, leaving a net balance in favor of the plaintiff of $1,479. As we understand the record, the amount the jury found for the defendants against the plaintiff was actual damages, and no punitive damages were found against the plaintiff. From judgment entered on the verdict in favor of the defendants the plaintiff has appealed to this court and asks a reversal of said judgment upon exceptions presented.

In the appeal quite a number of exceptions are presented, but, for the benefit of the court, appellant's counsel states in his brief that the questions for determination are that "the presiding Judge erred (1) in refusing to direct a verdict in favor of appellant on respondents' counterclaim, (a) actual damages and (b) punitive damages; and (2) also, the admission in evidence of testimony in contravention of the parol evidence rule, and that certain letters should have been excluded as prior negotiations to a written contract."

As to the contention of appellant that the trial judge erred in submitting to the jury the issue of punitive damages, that question goes out of the case, for the reason that the verdict of the jury did not include punitive damages. We consider it unnecessary to cite authority in support of this position. However, we call attention to the case of Thompson v. Thompson, 141 S.C. 56, 139 S.E. 182.

The other questions we shall consider together.

We are unable to agree with appellant in the position that the trial judge erred in refusing to grant the motion for direction of a verdict on defendants' counterclaim as to the actual damages. As we understand the position of appellant regarding this phase of the case, it is appellant's contention, in the main, that, the testimony bearing on the defendants' counterclaim being incompetent, there was no evidence upon which to base a verdict for the defendants on the claim, not only as to punitive damages but as to actual damages as well; the testimony admitted in evidence, over the objection of the plaintiff, to which our attention is called, being, according to appellant's contention, in contravention of the parol evidence rule. It is also contended, as above stated, that certain letters were admitted in evidence which should have been excluded as prior negotiations to a written contract. It is thus seen that the question appearing at the threshold of the principal issue is the competency of the testimony.

It is true, under the general and well-recognized rule, a written agreement between two persons merges all prior talk and negotiations about the subject of the agreement, and it is not proper to receive testimony to vary or contradict the terms of such agreement; but it is also a well-recognized rule that, if the meaning of such agreement, or any material provision of the same, is not clear, then it is proper to admit testimony for the purpose of making clear such meaning. Further, it is proper to admit testimony in proof of a contemporaneous or independent agreement on the same subject-matter, the meaning of which is not at variance with the principal agreement. Especially is this true when the purpose of such contemporaneous or independent agreement was to induce the execution of and entering into the principal agreement. That is the condition we have in the case at bar.

It appears from the record in the case that, pursuant to a written agreement of the parties, the plaintiff sold and delivered to the defendants the merchandise in controversy. It further appears that the defendants did not sign this agreement on the date that the said paper bears, or was received, but signed the same on some later date; that before the defendants signed this contract, there was some correspondence between the parties as to the plaintiff making the defendants its exclusive representative for handling the said merchandise in Greenville and vicinity, and further that the defendants were induced to sign the same by the plaintiff's promise to give unto the defendants the exclusive handling of said merchandise in the said city of Greenville and vicinity. Upon this promise being made to the defendants by the plaintiff, the defendants returned the...