Sun Printing & Publishing Ass'n v. Edwards

• Citation: 113 F. 445
• Decision Date: 14 January 1902
• Docket Number: 71.
• Parties: SUN PRINTING & PUBLISHING ASS'N. v. EDWARDS.
• Court: United States Courts of Appeals. United States Court of Appeals (2nd Circuit)

113 F. 445

SUN PRINTING & PUBLISHING ASS'N. v. EDWARDS.

No. 71.

United States Court of Appeals, Second Circuit.

January 14, 1902

Franklin Bartlett, for plaintiff in error.

Thos F. Bayard, for defendant in error.

Before WALLACE and LACOMBE, Circuit Judges, and TOWNSEND, District judge.

WALLACE Circuit Judge.

This is a writ of error by the defendant in the court below to review a judgment entered for the plaintiff upon the verdict of a jury.

The action was for breach of contract. The plaintiff alleged in his complaint that a written contract had been made with him by the defendant, evidenced by a letter written by him to the defendant, and the defendant's letter in reply, by which he was to be employed by the defendant for the term of two years, and that he was discharged by the defendant, without cause, shortly after he entered upon the performance of his duties. The letter written by the plaintiff was as follows:

'I understand that I am to be employed by your corporation for the term of at least two years at an annual salary of $5,200, payable in equal weekly payments of $100 each. I am to have entire control of all the printing and mechanical departments and appliances of your corporation, and am to employ and discharge, at my discretion, all the employes of said departments. The office of 'superintendent of printing' is to be created, and by that designation I shall expect to be known. I submit this statement in full to you, in order that, if you see fit to take me on, there may be no misunderstanding as to the terms agreed upon, by either side.'

The defendant's letter in reply was an unconditional assent to the contents of the plaintiff's letter.

The defendant's answer, among other defenses, besides alleging that the plaintiff was discharged for justifiable cause, alleged that the letters did not contain the whole agreement between the parties, and set up, in substance, that the plaintiff, on his part, undertook to bring with him into the employ of the defendant a force of 200 experienced and qualified compositors and sterotypers, and to supervise and manage the composing and stereotyping departments of the defendant in a manner to relieve the defendant of all trouble in printing its newspapers, and that he failed to fulfill these promises. The principal assignments of error are addressed to the rulings of the court at the trial in excluding evidence.

The trial judge excluded evidence offered by the defendant of the conversation and negotiations between the parties preliminary to the exchange of the letters. So far as this evidence was offered by the defendant for the purpose of establishing the agreement set up in its answer, we think that it was not competent.

When a contract is consummated by writing, the presumption of law is that the written instrument contains the whole of it. The agreement is to be ascertained exclusively by its terms, and oral representations or stipulations preceding or accompanying its execution, differing from or not contained in the instrument, cannot be proved. But when the writing is of a nature to import that it was not intended to embody the entire contract between the parties, oral evidence to prove the whole terms is admissible. An example of such a writing is a memorandum of purchase or sale. Allen v. Pink, 4 Mees. & W. 140; Potter v. Hopkins, 25 Wend 417; Filkins v. Whyland, 24 N.Y. 338. So, also, a parol collateral agreement made prior to or contemporaneous with the written agreement, which does not qualify the terms of the instrument, and is not inconsistent with them, may be given in evidence. But in applying this rule the question what collateral agreements do qualify the written contract and what do not, is one upon which there is much divergence in the adjudications. Thus, in Chapin v. Dobson, 78 N.Y. 74, 34 Am.Rep. 512, there was an agreement in writing by which the plaintiff agreed to furnish, and the defendant to purchase, certain machines upon terms and at times...