69 Wash. 284 | Wash. | 1912
This is an action to recover damages from a
real estate broker. There was a judgment for the defendants. The plaintiff appeals.
“Seattle, Washington, Jan. 5, 09.
“George F. Meacham & Co., 200 New York Building, Seattle, Washington.
“We hereby appoint you our agent for a term of one year from date and authorize you to take charge of the following described property, to wit: (Street and number) 1600 to 1610% 2d Ave. inclusive. (Lot, block, addition, size) W. % L. 9 B. 45 & W % L. 12 B. 45 A. A. Dennys Add. to collect the rents arising therefrom and to remit the same to us monthly. You are to pay taxes and assessments. You are to pay water rent. Tenants are to pay garbage removal. We hereby agree to pay you a commission of three per cent (3%) on all amounts collected from said premises during the term of this agreement. I also agree that you shall not be held responsible for any injury or damage to said premises or for loss of or injury to any furniture, fixtures, or other articles therein, or for loss arising from failure to pay any tax or assessment when due. No repairs are to be made upon said premises without written consent.
“Listed by Tilton. Amherst Investment Co.
“By A. N. Ashley, Pres.”
The respondent retained the writing and accepted the employment. The appellant sought to show by parol evidence that the respondents, at the time of the execution and delivery of the instrument, agreed to pay the rent on lot 12, upon which the former held a lease, as the rent matured; that they failed to do so, and that as a consequence it sustained large damages which it seeks to recover in this action.' The court refused to admit the evidence, on the ground that it would contradict the terms of the writing. The correctness of this ruling is the controlling question in the case. We think the ruling was correct. The contract is plain, detailed, and explicit. The evidence tendered would be a flat contradiction of the express terms of the contract. The contract clearly specifies the duties and obligations of the respective parties. It devolves upon the respondent the duties
The appellant argues that the evidence was admissible for the purpose of showing what was comprehended in the words “to take charge of” the property. The meaning of these words is made clear by the specific provisions which follow them.
The respondents prepared and retained a memorandum of the subject-matter of the contract for their own convenience. The appellant sought to introduce this in evidence. Its contention is that the marginal words “Listed by Tilton” are such a reference to the memorandum as to make it competent evidence. Obviously the two writings are independent of each other. The contract does not refer to the memorandum or any other writing, but is complete in itself. The words were no doubt used to identify the party who conducted the negotiations for the respondents and for their use and convenience only.
It is argued that the contract is not complete, in that it was not signed by the respondents. It was, however, ac
“We affirm these propositions as true beyond doubt or discussion, namely, that where a written offer, containing expressly or by implication all the engagements appropriate and necessary to the agreement, is signed by one party and accepted by the other, it constitutes such a complete contract between them that oral evidence is inadmissible to add to its terms; and that, if such a contract be an executory agreement for the sale of a chattel, a warranty of the thing so sold is not open to proof by parol testimony.”
The Collins case thus announces the same view:
“Though signed by one of the parties only, it contains the stipulations to be performed by both, and must be held to express fully the final agreements upon which their minds met, and to have merged in it all preliminary negotiations.”
The appellant, among other cases, has cited Puget Sound Iron & Steel Works v. Clemmons, 32 Wash. 36, 72 Pac. 465. In that case the court adverted to the fact that the order for the machinery which was the subject-matter of the litigation did not purport to contain any part of the contract or conditions which the party to whom the order was addressed was to perform. The court said, however, quoting from Gordon v. Parke & Lacy Machinery Co., 10 Wash. 18, 38 Pac. 755, that, “The test of the completeness of the writing proposed as a contract is the writing itself.” That, we apprehend, is the true criterion in all cases where written instruments are to be construed. Patterson v. Wenatchee Canning Co., 59 Wash. 556, 110 Pac. 379, is also cited by the appellant.
The appellánt also sought to show the acts of the respondents as tending to show their interpretation of the contract. The contract was made on. January 5, 1909, and the breach relied upon is alleged to have occurred on February 8 following. This character of evidence is only admissible where the terms of the contract are ambiguous or there has been a practical interpretation put upon it by one of thé parties and acquiesced in by the other for a long period of time. As the court said in Causten v. Barnette, 49 Wash. 659, 96 Pac. 335, “If a contract is ambiguous in meaning, the practical construction put upon it by the parties thereto is of gréat weight.” This rule of construction is fundamental, but it affords no comfort to appellant. There are no elements of fraud, accident, or mistake in the case at bar, and the contract is complete in itself and free from ambiguity, and needs no extrinsic aid in its interpretation.
The judgment is affirmed.
Chadwick, Crow, and Parker, JJ., concur.