Wheaton Roller-Mill Co. v. John T. Noye Manuf'g Co.

• Decision Date: 06 November 1896
• Citation: 68 N.W. 854,66 Minn. 156
• Parties: WHEATON ROLLER-MILL CO. v JOHN T. NOYE MANUF'G CO.
• Court: Minnesota Supreme Court

66 Minn. 156

68 N.W. 854

WHEATON ROLLER-MILL CO.vJOHN T. NOYE MANUF'G CO.

Supreme Court of Minnesota.

Nov. 6, 1896.

(Syllabus by the Court.)

1. Where, in the absence of fraud, accident, or mistake, the parties have deliberately put their contract into writing, which is complete in itself and couched in such language as imports a complete legal obligation, parol evidence is inadmissible to introduce into the contract a term which is not contained in the writing.

2. The only criterion of its completeness or incompleteness is the writing itself. It cannot be proved to be incomplete by going outside of the writing, and proving that there was an oral stipulation entered into not contained in the written agreement.

3. But, while the writing itself is the only criterion, it is not necessary that its incompleteness should appear on its face from mere inspection. It is to be construed, as in any other case, in the light of its subject-matter, and the circumstances in which, and the purposes for which, it was executed, which evidence is always admissible in the construction of written contracts, in order to put the court in the position of the parties.

4. The doctrine repudiated that in the case of written contracts for the sale of personal property, which are silent on the subject of warranty, an oral warranty may be proved on the ground that it is merely collateral to the contract of sale. Thompson v. Libby, 26 N. W. 1, 34 Minn. 374, followed.

5. The defendant contracted to furnish and set up in plaintiff's mill an engine and boiler of a specified make, size, and power. Held, that there was no implied warranty that it would furnish power enough to operate the mill.

Appeal from district court, Traverse county; C. L. Brown, Judge.

Action by the Wheaton Roller-Mill Company against the John T. Noye Manufacturing Company. There was a verdict for defendant, and from an order denying a new trial plaintiff appeals. Affirmed.

C. H. Colyer and A. S. Crossfield, for appellant.

O'Hair & Murphy, for respondent.

MITCHELL, J.

This action was brought to recover damages for the breach, of a warranty of a steam engine, boiler, etc., furnished and set up by defendant for the plaintiff in its mill. The alleged warranty was that the machinery was well made, of good material, and capable of operating plaintiff's mill at full capacity; the part italicized being all that is material on this appeal. It appeared on the trial that the machinery was furnished under the written contract found in full in the paper book, at folios 52 to 57, which is so long that we shall leave it to speak for itself, without attempting here to state its provisions. The plaintiff then offered certain parol evidence, the exclusion of which by the court forms the subject of the assignments of error.

We do not find in the part of the record cited any such ruling as that referred to in the first assignment of error, which may therefore be passed without further notice.

The second assignment of error is that “the court erred in sustaining defendant's objection to plaintiff's offer to prove that there was an express oral warranty.” This refers to the complex and somewhat obscure and indefinite offer found at the bottom of page 12 of the record. Some parts of this offer were clearly inadmissible, and for that reason, if no other, the defendant's objection was properly sustained. For example, the offer, in part, was to prove that there was an oral agreement that the machinery should fulfill the conditions of the written agreement. That was necessarily one of the terms of the written agreement itself, whether the conditions referred to in the offer were expressed or implied. But what we infer the assignment of error means is that the court erred in refusing to allow the plaintiff to prove an express oral warranty, as alleged in the complaint, that the machinery would be capable of operating plaintiff's mill at its full capacity. It will be observed from its language that the offer was to prove an oral warranty made in connection with, and at the same time as, the written agreement. Assuming that such a warranty as suggested could be spelled out of the offer, and that it was made in proper form, still the evidence was properly excluded under the familiar rule that parol evidence is inadmissible to vary the terms of a written contract. Plaintiff's contention is that it does not fall within that rule; that the offer was merely to prove a separate oral...