Smith v. Vose & Sons Piano Co.

• Court: Supreme Judicial Court of Massachusetts
• Writing for the Court: BRALEY, J.
• Citation: Smith v. Vose & Sons Piano Co., 194 Mass. 193, 80 N.E. 527 (Mass. 1907)
• Decision Date: 27 February 1907
• Parties: SMITH et al. v. VOSE & SONS PIANO CO.

194 Mass. 193

80 N.E. 527

SMITH et al. v. VOSE & SONS PIANO CO.

Supreme Judicial Court of Massachusetts, Suffolk.

February 27, 1907

COUNSEL

A. L. Stinson, for plaintiffs.

Southard & Parker, for defendant.

OPINION

BRALEY J.

Upon omitting other provisions relating to the price and the depth that might be necessary to obtain the stated amount of supply, but not material to the principal question involved, the plaintiffs undertook by their contract 'to procure water in the earth above the bed rock' on the defendant's premises by driving in the boiler room of the factory a pipe 2 1/2 inches in diameter, but if a sufficient amount was not obtained then to 'drill a well not less than six inches in diameter in the bed rock * * * until twenty-five gallons of water per minute is obtained.' They finally procured this volume, but the water was very salty, and generally unsuitable for use in the defendant's business, and it being common knowledge, that water in its natural state either may be fresh or salt in quality, the defendant contends that as the contract failed to designate the ordinary sense in which the parties must have used the term, oral evidence was admissible to explain and remove the uncertainty. Unless fraud or mistake is shown where the parties have put their contract in writing, there is a conclusive legal presumption, that it contains the entire agreement in which all previous verbal negotiations concerning the subject-matter have been merged. Violette v. Rice, 173 Mass. 83, 53 N.E. 144; De Friest v Bradley, 192 Mass. 346, 78 N.E. 467. But if any of the essential terms of the contract when applied to the transaction concerning which the parties dealt becomes ambiguous, oral evidence is relevant and admissible, not to construct a new agreement, but to ascertain what they understood by the one already made. Stoops v. Smith, 100 Mass. 63, 1 Am. Rep. 85, 97 Am. Dec. 76; Hebb v Welsh, 185 Mass. 335, 70 N.E. 440; Buffington v. McNally, 192 Mass. 198, 78 N.E. 309. If these familiar principles are undisputed, the difficulty arises in their application, especially where the agreements are drawn by the parties or their business agents, who fail to use clear and exact language to express their mutual understanding. It was the plaintiffs' interpretation, that they had fully performed their undertaking if the amount of water was procured, even if it was wholly unsuitable either because of saltness or impurity. The defendants then offered evidence, that during the preliminary negotiations, the agent of the plaintiffs was informed and knew, that their object in driving the well was to procure a supply of water for drinking and other uses in their manufactory, for either of which salt water could not be used, and would be unserviceable. This offer also included conversations between their respective agents in which the location of the factory, and the accessibility to salt water, which if desired, could be obtained at a small expense, was spoken of, as well as a statement by the plaintiffs' agent, that they would furnish water of a quality equally good, when compared with water obtained for another customer, the quality of which was known to the defendants' agent, who thereupon said, that if this were done the defendants would be satisfied. The testimony was excluded, upon the ground that conversations prior to the making of the contract must be held to have been merged, and oral evidence in explanation of the use and meaning of the word 'water' therefore was inadmissible. But while this rule is undoubtedly correct, and should be inflexibly applied where no ambiguity or uncertainty appears, when the parties by the language they have employed leave their meaning obscure, and uncertain when applied to the subject-matter, then...