Walter Pratt & Co v. G. W. Chaffin & Co

• Decision Date: 15 November 1904
• Court: North Carolina Supreme Court
• Parties: WALTER PRATT & CO. v. G. W. CHAFFIN & CO.

48 S.E. 768

136 N.C. 350

WALTER PRATT & CO.

v.G. W. CHAFFIN & CO.

Supreme Court of North Carolina.

Nov. 15, 1904.

contracts—evidence—prior parol agreement.

1. Defendants signed a written order for goods purchased from plaintiffs' traveling salesman on the parol agreement, not contained in the order, that it should be submitted to one of the partners of defendants' firm, and, if not satisfactory to him, it should not bind defendants. The order provided that there was no understanding with the salesman except as printed or written thereon, and, proving unsatisfactory, defendants advised plaintiffs thereof, and ordered them not to ship the goods. Held that proof of such parol agreement was not objectionable as contradicting the written contract.

Appeal from Superior Court, Stokes County; W. R. Allen, Judge.

Action by Walter Pratt & Co. against G. W. Chaffln & Co. From a judgment in favor of defendants, plaintiffs appeal. Affirmed.

The plaintiffs sued the defendants upon as account for goods sold and delivered pursuant to a printed order of October 16, 1903, to which the firm name was signed by one of the copartners. The defendants admitted the signing and delivery of the order to plaintiffs' agent, who was their traveling salesman, but alleged that it was signed by the partner, Chaffin, upon condition and with the agreement that it should be submitted to his partner, Hill, upon his return, and, if not satisfactory to him, that it should not bind the defendants, and in such event they would write to the plaintiffs at once, and order them not to ship the goods; that the partner, Hill, who was absent, and subject to whose approval the order was signed, returned In a short time, and said that the contract was not satisfactory to him, and on the next morning—October 17th—after the order was signed the defendants wrote and mailed to the plaintiffs a letter asking them not to ship the goods, and that the partner, Hill, would retire, and the firm would go out of business; that plaintiffs received the letter, and on October 21st wrote defendants that they had received the order and shipped the goods on the 20th. The goods reached the town of Germanton, defendants' home, but they refused to take them from the depot, having notified plaintiffs not to ship. Evidence tending to establish the defense was introduced under plaintiffs' objection, to which they duly excepted.

The plaintiffs requested his honor to give certain instructions to the jury to the effect that the order was not subject to be countermanded, and that the letter of defendants to plaintiffs of October 17th was not a sufficient countermand. The judge declined to give the special instructions prayed for, and, among other things, charged the jury "that, if they found from the evidence that it was agreed at the time of signing the contract that it should not be binding on defendants unless satisfactory to Hill, that it was not satisfactory to Hill, that defendants notified plaintiffs and refused to receive the goods, to answer the Issue 'No.'" Plaintiffs excepted. The jury found for defendants, and from a judgment on the verdict the plaintiffs appealed.

J. D. Humphreys and N. C. Petree, for appellants.

Watson, Buxton & Watson, for appellees.

CONNOR, J. (after stating the facts). The exception of the plaintiffs is based upon thetheory that the testimony in regard to the agreement, made prior to the signing of the order by defendant Chaffin, tended to contradict or add to the terms of the contract. This is a misconception of the purpose and effect of the testimony. The defendants admitted that the order for the goods was signed as alleged, and that it was delivered to plaintiffs' agent, but say that at the time of signing and delivering there was an express agreement that...