Samuel H. Chute Co. v. Latta

• Court: Supreme Court of Minnesota (US)
• Writing for the Court: HALLAM
• Citation: 123 Minn. 69,142 N.W. 1048
• Parties: SAMUEL H. CHUTE CO. v. LATTA.
• Decision Date: 26 September 1913

123 Minn. 69
142 N.W. 1048

SAMUEL H. CHUTE CO.
v.
LATTA.

Supreme Court of Minnesota.

Sept. 26, 1913.

Appeal from District Court, Hennepin County; William E. Hale, Judge.

Action by the Samuel H. Chute Company against Frank F. Latta. From an adverse order, defendant appeals. Affirmed.

Syllabus by the Court

This action is brought on a written agreement by the assignee of a lease to assume its obligations. The defense is that there was a contemporaneous oral agreement that, if defendant should assign the lease to a certain corporation to be formed, his agreement should become inoperative.

Where, in the absence of fraud, accident, or mistake, the parties have deliberately put their contract into writing, which is complete in itself, and couched in such language as imports a complete legal obligation, it is conclusively presumed that they have introduced into the written instrument all material terms and circumstances relating thereto.

Where only part of the agreement is reduced to writing, it is competent to prove by parol any separate oral agreement on which the document is silent and which is not inconsistent with its terms. The criterion of the completeness of the writing is the writing itself, construed in the light of the circumstances under which, and the purpose for which, the writing was executed. It is not competent to lay the foundation for such oral evidence by oral testimony that only part of the agreement was reduced to writing, and then to prove by parol the part omitted. Tested by these rules, the written contract in this case cannot be held incomplete.

Proof is admissible of a collateral parol agreement, or of any independent fact, which is not inconsistent with, or does not qualify, any of the terms of the written contract; but the alleged oral stipulation relied upon in this case was not collateral to, or independent of, the main contract.

In case of simple contracts, it is competent to prove by parol a stipulation that the writing, though delivered, should not become operative as a contract until the happening of a contingency or the performance of a condition, and to show that by reason thereof the writing never in fact became operative as a contract at all. But where a written contract, absolute in its terms, becomes effective, it is not competent to prove by parol that its obligation was intended to be conditional or contingent.

[142 N.W. 1048]

Lancaster, Simpson & Purdy, of Minneapolis, for appellant.

Keith, Evans, Thompson & Fairchild, of Minneapolis, for respondent.

HALLAM, J.

[1] 1. Plaintiff leased certain premises to one Dahlquist. Later, by a written agreement in which plaintiff, defendant, and Dahlquist joined, Dahlquist assigned the lease to defendant, defendant assumed all obligations of the lessee thereunder, and plaintiff consented to the assignment. This action is brought to recover two installments of rent due upon the lease so assigned. The defense is that there was a concurrent verbal agreement that the written contract should be no longer operative, in the event defendant should form a corporation known as the Cozy Photo Play Company, and should assign the lease to such corporation when formed. It is claimed that this corporation was organized and the assignment made. The one question in the case is: Was it competent

[142 N.W. 1049]

for defendant to prove a verbal agreement that the written contract should not be enforced in the contingency mentioned? We hold that it was not.

[2] 2. These parties reduced their agreement to writing, ‘All the authorities are substantially agreed that where, in the absence of fraud, accident, or mistake, the parties have deliberately put their contract into a writing which is complete in itself, and couched in such language as imports a complete legal obligation, it is conclusively presumed that they have introduced into the written instrument all material terms and circumstances relating thereto.’ Wheaton Roller Mill Co. v. Noye Mfg. Co., 66 Minn. 156, 159, 68 N. W. 854, 855.

[3] 3. It is contended that the written agreement in this case embodied only part of the agreement of the parties, and that it was executed to partially carry out a prior verbal agreement.

It is true that, where a part only of the agreement between the parties is reduced to writing, it is competent to prove by parol the existence of any separate oral agreement as to any matter on which the document is silent, and which is not inconsistent with its terms. Phoenix Publishing Co. v. Riverside Clothing Co., 54 Minn. 205, 206, 55 N. W. 912. But this agreement was not incomplete. The criterion of the completeness or incompleteness of the writing is the writing itself. We do not mean that the court is limited to a mere inspection of the document. As in other cases of doubtful construction, the court is at liberty to view the circumstances under which, and the purpose for which, the writing was executed. Where the writing, construed in the light of such circumstances, shows that it was not meant to contain the whole bargain between the parties, then parol evidence is admissible to prove a term upon which the writing is silent, and which is not inconsistent with what is written; but, if it shows that the writing was meant to contain the whole bargain between the parties, no parol evidence can be permitted to introduce a term which does not appear there. Wheaton Roller Mill Co. v. Noye Mfg. Co., 66 Minn. 156, 160, 68 N. W. 854;Potter v. Easton, 82 Minn. 247, 250, 84 N. W. 1011.

Tested by this rule it cannot be held that the written contract is incomplete. By its terms it makes the obligation to pay absolute. There are no surrounding circumstances that...