Brandon Manufacturing Co. v. Morse

48 Vt. 322 | Vt. | 1875

The opinion of the court was delivered by

Pierpoint, Ch. J.

The contract upon which this action is brought, is in these words: “I hereby agree to deliver to the Brandon Manufacturing Company, at their works in Brandon, before March 15,1872, one hundred cords of beech and maple wood, the same to be good and sound, without any crooked limbs, or sticks smaller than a man’s wrist, for the sum of four dollars and seventy-five cents per cord,” And signed by Joseph Morse, the defendant. This contract was accepted tyy the plaintiffs, who are now seeking to enforce it. When this contract was accepted, it became binding upon both parties, the same as if it had been signed by both. One was bound to deliver the wood, aud the other to pay the stipulated price on delivery. The time when the payment is to be made is not in terms fixed by the contract; but the law fixes it as definitely and with as muclucertainty as it could be by words. The legal force and effect of the contract is, that the plaintiffs should pay for the wood ai/;the stipulated price, when delivered, on demand.There is no ambiguity about the contract that requires explanatian by parol testimony. Parol testimony is no more admissible to vary the clear and settled legal meaning and effect of a contract, than it is to vary its terms. It would hardly be claimed, that under such a contract as this, it would be competent to show by parol that it was agreed when it was made, that payment was not to be made until some time subsequent to the time when the one hundred cords of wood should be delivered. Yet such testimony would be just as admissible as like testimony to show that the wood, or any part of it, was to be paid for before it was all delivered.

This contract is not divisible; it is an entire contract for the delivery of one hundred cords of wood ; and the fact that the price is fixed by the cord, does not vary it in that respect. This contract is the same as though the price had been fixed at the gross amount of $475. The fact that the plaintiffs paid the defendant something upon the contract before the wood was delivered, has no effect to vary the contract. Such payment was~entirely voluntary, the plaintiffs being under no legal obligation to make it.

We think the evidence offered was properly excluded, and the charge of the court correct.

Judgment affirmed.