Stone v. Harmon

• Decision Date: 08 March 1884
• Citation: 19 N.W. 88,31 Minn. 512
• Parties: STONE v HARMON.
• Court: Minnesota Supreme Court

31 Minn. 512

19 N.W. 88

STONEvHARMON.

Supreme Court of Minnesota.

Filed March 8, 1884.

Appeal from an order of the district court of Hennepin county, refusing defendant's motion for a new trial.

Jackson & Point, for respondent, Jacob Stone.

Woods & Hahn, for appellant, Elijah A. Harmon.

VANDERBURGH, J.

The plaintiff, in March, 1881, was occupying the premises in controversy, being a house and lot in Minneapolis, under a lease from the defendant, which would expire May 1st, following. Defendant was then in failing health and desirous of disposing of the property. Plaintiff was in business in the city, and at that time desired and applied for a renewal of the lease for another year, whereupon certain negotiations passed between the parties in reference to a sale of the premises, which defendant then desired and offered to make to plaintiff, which negotiations appear finally to have culminated in the written proposition set forth in the complaint. Plaintiff was ready to take a lease on the defendant's terms, but not ready to conclude a purchase, though he desired a refusal of the property for the year; but defendant concluded to present his proposition in writing in the form referred to, which is as follows:

“MINNEAPOLIS, March 22, 1881.

“Jacob Stone, Jr.-DEAR SIR: I will sell you the house No. 1312 Harmon place for the sum of $5,000, 5 years, 7 per cent. You can occupy the house on rental at $30 per month, without repairs, unless property is sold beforethat time. In case of opportunity to sell, I will give you refusal on above terms, and, in case you decline to purchase, will give you two months to vacate.

[Signed] “E. A. HARMON.”

Plaintiff occupied the premises under the new lease, and nothing further passed between the parties until March 4, 1882, when he addressed a written communication to defendant, then in Philadelphia, referring to the above proposition, and notifying him that he had decided to purchase on the terms therein stated, which defendant then refused to accede to. The market value of the property had increased $1,500 in the mean time, and defendant had gone east for his health, and does not appear to have received any offers for the same, nor to have kept it in market, though he had not notified plaintiff of his intention to withdraw it.

Upon the trial the plaintiff was permitted, against defendant's objection, to give evidence of the conversations between the parties at and prior to the time of the preparation and delivery of the writing, for the purpose of showing what their mutual understanding was in regard to the length of time the defendant's proposal was to remain open, and what construction the parties themselves placed upon the writing in this respect, and also as tending to show that under the circumstances plaintiff's acceptance was in a reasonable time. The court also instructed the jury, among other things, that they might consider the fact that the parties talked over the matter as to when plaintiff could accept it, if at all, and what they considered a reasonable time, and refused to instruct them that plaintiff's acceptance was not within a reasonable time. Defendant's exceptions to the rulings of the court in admitting this evidence, and to these instructions, present the questions to be considered here.

1. We think the court properly construed the writing in holding that by its terms the defendant's offer must have been accepted by plaintiff within a reasonable time. In addition to the privilege of purchasing, it gave him the privilege he had asked for, of a lease for another year; reserving, however, a general right to sell. And in respect to this a further stipulation was added, in plaintiff's interest, to the effect, as we construe it, that in case the defendant found another purchaser within the year he would renew the offer to plaintiffs, or give him the refusal of the property on the terms stated. He did not, however, bind himself by the writing to hold open the original offer to plaintiff nor to keep the property in market, and if not in market the contingency upon which the privilege would be accorded to plaintiff to buy, after the original offer lapsed, which would be after a reasonable time, would not arise. The writing shows a present intention to sell; but this might change, as it would be very likely to do, under a change of circumstances.

2. As in the case of other written instruments, parol evidence was admissible to show the situation of the parties, and the circumstances under which it was executed. But in the light of such facts the language of the contract is presumed to merge the expression of the intention and understanding of the party making it. This rule has been strictly and constantly adhered to in the decisions of this court. In Cook v. Finch, 19 Minn. 410, (Gil. 350,) it was attempted to prove by parol that certain property was understood to be included in a contract for the sale of a stock of goods, though not within its terms, and the court say “the effect of admitting the representations would be to permit plaintiffs, by parol evidence, to add something to the terms of the written contract in violation of a familiar rule to the contrary.” So, in Winona v. Thompson, 24 Minn. 209, parol evidence to show the construction placed upon the contract there in question by the parties, in their negotiations and discussion concerning its terms, was held inadmissible. To the same effect is Austin v. Wacks, 30 Minn. 342; S. C. 15 N. W. REP. 409.

Parol evidence may, however, be received to show that material facts were...