81 Mo. App. 239 | Mo. Ct. App. | 1899
Lead Opinion
In the year 1896 defendant Jaeger undertook the construction of a waterworks plant for the town of Greenville, Miss., and in March of that year made a contract in writing with the Knowles Steam Pump Works of New York for the necessary pumps to be delivered E. O. B. at
"When the pumps were put in place it was found, on a test then made, that they did not have the capacity called for by the contract. Thereupon in September, 1896, the pump company addressed a written proposal to defendant, offering in effect to put in larger pumps of a certain pattern, provided, however, defendant would release the company from damages on the original contract. According to defendant’s evidence, he declined to accept this supplemental agreement except with the understanding that the pumps should be furnished ready to set up at Greenville within thirty days after said new contract should be made, and with this understanding defendant accepted tbe proposal. And this, according to the testimony of defendant and the mayor of Greenville, the pump company’s agent in charge of the matter agreed to, though a stipulation to that effect was not incorporated in .the written proposal. The agent for the pump company testified at the trial and denied that he agreed to any such limit of time. The pumps were not furnished until more than two months after the new or supplemental agreement was 'entered into. By reason of this delay the evidence shows that defendant was put to much extra expense, was unable to close up the work and settle with the Greenville authorities and get his pay, etc.
During the progress of the work defendant paid the pump company several amounts, so that on the original contract price there only remained a balance of $374, and the plaintiff here brought this action on said balance of account as an assignee thereof. The defense was based on the failure of the pump company to furnish the machinery within the thirty days, by reason of which default defendant suffered damages which he claimed should go to reduce or recoup plaintiff’s alleged balance of account.
On a trial by jury there was a verdict and judgment for defendant and plaintiff appealed.
Rehearing
In -admitting the evidence that the pump was to be furnished within thirty days the trial court committed error. No ■time of delivery having been written in the contract, the law implies that it should be a reasonable time. This implication of the law is as much a part of the contract as if it was written therein in words. The contract was not incomplete. On the contrary it was a full expression of the entire understanding, and therefore falls within the rule which prevents the admission of oral evidence to vary or alter a written contract. “The legal effect of a written contract is as much within the protectiomof the rule which forbids the introduction of parol evidence as its language.” Barry v. Ransom, 2 Kern. 462. “Where the legal construction and effect of an instrument are well settled, it is varying the instrument to show that the parties intended something else as much as it would be to prove that the terms used were not in accordance with the previous agreement.” LaForge v. Rickett, 5 Wend. 187; Creery v. Holly, 14 Wend. 30; Thompson v. Ketchum, 8 Johns, 190. “Where the language of -an instrument has a settled legal meaning, its construction is not open to evidence.” 2 Parsons on Contracts, 551 (star p.).
Where no time of payment is mentioned in- a written contract for things sold, the law presumes cash on demand, and parol proof of -a specified time having been agreed upon contemporaneously is not admissible. Ryan v. Hall, 13 Met. 520; Warren v. Wheeler, 8 Met. 97. The same rule of law is established in England. Ford v. Yates, 2 M. & G. 549; Greaves v. Ashlin, 3 Camp. 426; Simpson v. Henderson, 1 Moo. & M. 300.
Text writers state the same rule. “If the contract specifies no time, the law implies that it shall be performed within a reasonable time; -and will not permit this implication to be rebutted by extrinsic testimony going to fix a definite term,
The foregoing shows that the judgment should be reversed and the cause remanded.