Thompson v. Libbey

• Decision Date: 19 December 1885
• Parties: THOMPSON v LIBBEY.
• Court: Minnesota Supreme Court

34 Minn. 374

26 N.W. 1

THOMPSONvLIBBEY.

Supreme Court of Minnesota.

Filed December 19, 1885.

Appeal from an order of the district court, Dakota county, denying motion for new trial.

W. E. Hale, for appellant, Joseph H. Thompson.

Stringer & Seymour, for respondent, Rowland C. Libbey.

MITCHELL, J.

The plaintiff being the owner of a quantity of logs marked “H. C. A.,” cut in the winters of 1882 and 1883, and lying in the Mississippi river, or on its banks, above Minneapolis, defendant and the plaintiff, through his agent, D. S. Mooers, having fully agreed on the terms of a sale and purchase of the logs referred to, executed the following written agreement:

“AGREEMENT.

“HASTINGS, MINN., June 1, 1883.

“I have this day sold to R. C. Libbey, of Hastings, Minn., all my logs marked ‘H. C. A.,’ cut in the winters of 1882 and 1883, for ten dollars a thousand feet, boom scale at Minneapolis, Minnesota. Payment, cash, as fast as scale bills are produced.

[Signed]

“J. H. THOMPSON,

“Per D. S. MOOERS.

“R. C. LIBBEY.”

This action having been brought for the purchase money, and defendant having pleaded a warranty of the quality of the logs, alleged to have been made at the time of the sale, and a breach of it, offered on the trial oral testimony to prove the warranty, which was admitted, over the objection of plaintiff that it was incompetent to prove a verbal warranty, the contract of sale being in writing. This raises the only point in the case.

No ground was laid for the reformation of the written contract, and any charge of fraud on part of plaintiff or his agent in making the sale was on the trial expressly disclaimed. No rule is more familiar than that “parol contemporaneous evidence is inadmissible to contradict or vary the terms of a valid written instrument,” and yet none has given rise to more misapprehension as to its application. It is a rule founded on the obvious inconvenience and injustice that would result if matters in writing, made with consideration and deliberation, and intended to embody the entire agreement of the parties, were liable to be controlled by what Lord COKE expressively calls “the uncertain testimony of slippery memory.” Hence, where the parties have deliberately put their engagements into writing in such terms as to import a legal obligation, without any uncertainty as to the object or extent of such engagement, it is conclusively presumed that the whole engagement of the parties, and the manner and extent of their undertaking, was reduced to writing. 1 Greenl. Ev. § 275. Of course, the rule presupposed that the parties intended to have the terms of their complete agreement embraced in the writing, and hence it does not apply where the writing is incomplete on its face and does not purport to contain the whole agreement; as in the case of mere bills of parcels, and the like.

But in what manner shall it be ascertained whether the parties intended to express the whole of their agreement in the writing? It is sometimes loosely stated that where the whole contract be not reduced to writing, parol evidence may be admitted to prove the part omitted. But to allow a party to lay the foundation for such parol evidence by oral testimony that only part of the agreement was reduced to writing, and then prove by parol the part omitted, would be to work in a circle, and to permit the very evil which the rule was designed to prevent. The only criterion of the completeness of the written contract as a full expression of the agreement of the parties is the writing itself. If it imports on its face to be a complete expression of the whole agreement,-that is, contains such language as imports a complete legal obligation,-it is to be presumed that the parties here introduced into it every material item and term; and parol evidence cannot be admitted to add another term to the agreement, although the writing contains nothing on the particular one to which the parol evidence is directed. The rule forbids to add by parol when the writing is silent, as well as to vary where it speaks, -2 Phil. Ev. (Cow. & H. Notes,) 669; Naumberg v. Young, 44 N. J. Law, 333; Hei v. Heller, 53 Wis. 415;S. C. 10 N. W. Rep. 620,-and the law controlling the operation of a written contract becomes a part of it, and cannot be varied by parol any more than what is written. 2 Phil. Ev. (Cow. & H. Notes,) 668; La Farge v. Rickert, 5 Wend. 187;Creery v. Holly, 14 Wend. 26,Stone v. Harmon, 31 Minn. 512;S. C. 19 N. W. Rep. 88. The written agreementin the case at bar, as it appears on its face, in connection with the law controlling its construction and operation, purports to be a complete expression of...