van Horn v. van Horn

• Decision Date: 06 April 1892
• Parties: VAN HORN v. VAN HORN.
• Court: New Jersey Supreme Court

23 A. 1079

49 N.J.E. 327

VAN HORN

v. VAN HORN.

Court of Errors and Appeals of New Jersey.

April 6, 1892.

(Syllabus by the Court.)

Appeal from court of chancery; Bird, Vice-Chancellor.

Suit between Samuel S. Van Horn and Richard H. Van Horn for the dissolution of the copartnership between them and for the appointment of a receiver. From the decree entered Samuel S. Van Horn appeals. Reversed and modified.

R.S. Kuhl, for appellant.

C.A. Skillman, for respondent.

VAN SYCKEL, J. The bill in this cause was filed for a dissolution of the copartnership betweeen Samuel S. Van Horn and Richard H. Van Horn and the appointment of a receiver. The questions arising in the case relate to the adjustment of the partnership affairs between the partners, in which the creditors of the firm are not involved. The appeal presents four matters for review in this court. On the 9th of March, 1889, and previous to the filing of the bill, the partners entered into an agreement in writing by which Richard H. Van Horn agreed to purchase the assets of the firm for the sum of $55,568.23. In the said writing it was stipulated that he should take the goods of the firm, "at the inventory thereof, as made by the appraisers agreed upon by said parties."

It was alleged in the court below that the bedroom suits in the said inventory had been appraised as perfect and complete suits, when in fact they had broken mirrors; also that certain step-pads had been appraised and valued at $10.50 per dozen, when the valuation should have been set down in the inventory at $10.50 per gross. There is nothing in the written agreement or on the face of said inventory which shows any error or mistake in either of these respects. In the decree appealed from allowance was made to Richard for both of these claims. In this respect we find the decree to be erroneous. A mistake in addition, or any error apparent on the face of the writings, would, of course, be corrected; but parol evidence was inadmissible to alter or vary the written agreement, and it could not be resorted to for the purpose of showing that the contract was essentially different from that which the parties had reduced to writing. The written agreement is complete, and must be presumed to contain the entire engagement between the parties. In the absence of ambiguity in the contract, oral testimony cannot be introduced to explain or change it. If, through mistake or fraud, an agreement in writing does not express the contract which the...