Knowlton v. Keenan

• Decision Date: 10 January 1888
• Citation: 146 Mass. 86,15 N.E. 127
• Parties: KNOWLTON et al. v. KEENAN et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

146 Mass. 86

15 N.E. 127

KNOWLTON et al. v. KEENAN et al.

Supreme Judicial Court of Massachusetts, Worcester.

January 10, 1888

COUNSEL

S.L. Graves, for plaintiffs.

The contract executed by the defendant and his sureties, and declared on by the plaintiffs in this action, was not ambiguous, or uncertain in any particular, and the defendants do not contend that it was so. It is a general principle, too well settled for argument at this time, that when there is an agreement in writing, it merges all previous conversations and parol agreements. 2 Pars.Cont. 549; Munde v Lambie, 122 Mass. 338, and cases cited; Potter v Smith, 103 Mass. 68; 1 Greenl.Ev. §§ 312-319. If such a statement was made by the plaintiffs before the execution of the contract, it was simply an expression of opinion, for it was not in the power of the plaintiffs themselves to change the schedule time; a fact which the contract itself shows and plainly states, and which the defendants well knew. If the plaintiffs stated that they would secure a change in the schedule time of carrying the mails, and it was their opinion and belief that they could do so, and did not intend to deceive defendants by the statement, it was not a fraud, although the statement may have proved untrue. Page v. Bent, 2 Metc. 374, and cases cited. It was an entire contract, all the conditions of which were understood by the defendants, and signed by them with a full knowledge of its contents. The bill of exceptions does not show that any subsequent statement or agreement was ever made to excuse the defendants from performance of the contract.

John W. Corcoran and Thos. F. Gallagher, for defendants.

One of the defenses relied on in this case was fraud on the part of plaintiffs. And the conversation between the plaintiff Jackson, and the principal defendant Keenan, had at the time the agreement was executed, was admissible upon the issue raised. Milliken v. Thorndike, 103 Mass. 385; Holbrook v. Burt, 22 Pick. 546; Kerr, Fraud & M. 388. If the evidence offered by the defendants tended to show that the execution of the agreement was a part of a plan of deception by which the defendants were led to enter into the agreement,--another defendant stated that the evidence offered had that tendency,--then such evidence was material and admissible. Holbrook v. Burt, supra; Page v. Bent, 2 Metc. 374. It may be argued that the representation made by the plaintiff Jackson, and offered in evidence by the defendants, was a matter of opinion, judgment, or estimate, and not a false representation of a material fact, and therefore not, in law, a false representation. But what the character of this representation was, was a question of fact, to be submitted, under proper instructions, to the jury; or, in the case at bar, to be first heard, and then ruled upon by the court. Clearly the court should have admitted the evidence. Milliken v. Thorndike, 103 Mass. 385; Page v. Bent, supra. The issue of fraud was raised by the defendants. It was then a material question what the character of the representation made by the plaintiff was. The evidence offered by the defendant in this connection was admissible. Page v. Bent, supra. Further, the defendants contend that the evidence offered by the defendants was admissible, not on the ground that it was to add to or vary the terms of the written contract, but to prove facts and circumstances, and also acts of the parties, for the purpose of showing their understanding of its terms. Knight v. Worsted Co., 2 Cush. 271; Bradbury v. Dwight, 3 Metc. 33; Hodges v. King, 7 Metc. 586. See, also, 4 Jac.Fish.Dig. 5028; Pym v. Campbell, 6 El. & Bl. 370, 2 Jur. (N.S.) 641, 25 Law J.Q.B. 277. If the representations and statements of the plaintiff Jackson, which were excluded by the court, did not amount to fraud, they certainly tended to show an oral agreement collateral to the written agreement, and should have been admitted by the court for that purpose. 4 Jac.Fish.Dig. 5029, 5030; Malpas v. Railway Co., L.R. 1 C.P. 336, 1 Har. & R. 227, 12 Jur. (N.S.) 271, 35 Law J.C.P. 166, 13 Law T. (N.S.) 710; Morgan v. Griffith, L.R. 6 Exch. 70.

OPINION

DEVENS J.

The defendants made a written contract with the plaintiffs (who were themselves contractors with the United States, having authority to sublet their contract) to carry the mails from Mashpee to Sandwich and back, according to a certain schedule. As an excuse for the non-performance of their contract, they offered evidence that at and before the execution of this contract the plaintiffs fraudulently promised to procure a change in the schedule; fraudulently represented that they could secure such a change; that they knew at the time that they could not and that they did not...