192 Mich. 62 | Mich. | 1916
This action is brought on a contract for the sale of ten automobiles to the defendant in consideration of an undertaking to ship to the vendor a quantity of lumber. The defendant refused to complete performance of the contract on his part, because of an alleged breach of warranty by the vendor. The automobiles were sold on the defendant’s order, which contained the following clauses:
“It is understood that no verbal or other agreement or promise not clearly specified in this order will be recognized. * * *
“The cars are 1912 models, and are to stand sold as they are of this 'date in consideration of the special price. * * *
“It is further understood and agreed that this paper, writing, and printing constitutes the entire agreement and understanding as between the parties hereto, and it is expressly understood and agreed that it may not be varied, changed or modified by any verbal understanding or agreement or in any way except in writing by the parties hereto attached or indorsed hereon, and no agent or salesman has any right or authority to alter this agreement in any particular except by written authority from some officer of the Michigan Motorcar Company.”
The order was accepted' by the Michigan Motorcar Company, designated in the contract as “owned by the owners of Michigan Buggy Company,” of which company the plaintiff is the trustee in bankruptcy. Shortly after delivery the automobiles performed unsatisfactorily, and the defendant complained of defects. The first response to his complaints appearing of record is a letter by the vendor to him, which begins as follows:
“Gentlemen: We acknowledge receipt of your letter of the 18th, which is very carefully noted. As you no doubt are aware, the machines were purchased as they*64 stood, without any guaranty whatsoever. We are, however, disposed to do what is fair and right.”
The vendor thereafter made efforts to render the automobiles satisfactory to the defendant, and wrote him frequently, assuring him of continued attention to the matter and eventual adjustment of the difficulty, and requesting him to continue performance on his part. But the defects were not corrected, and defendant finally refused any further shipments of lumber.
On the trial the defendant attempted to put in evidence so much of the conversation accompanying the placing and acceptance of the order as. tended to show what was meant by the second clause quoted above from the order. He contended that the clause meant only that ho accessories went with the cars; that it neither was intended to, nor did, negative an implied warranty that the cars were reasonably fit for the use intended. He also took the position that this clause was ambiguous, and that the situation called for parol evidence of its true meaning in the minds of the parties. All such evidence was rejected by the court. The court also ruled out evidence of the vendor’s conduct and letters after the making of the contract, offered for the same purpose. He then directed a verdict for the plaintiff in the sum of $3,430.69, and entered judgment upon it. These rulings of the court are assigned as errors.
A discussion of the parol evidence rule and the doctrine of implied warranty, as applied to the facts in this case, is unnecessary. Strong and explicit language was used in the clauses above quoted to confine the agreement to the written words. A substantially similar provision in the contract involved in Union Trust Co. v. Transit Co., 162 Mich. 670 (127 N. W. 780), was held to forbid the implication of a warranty, and the exclusion of testimony offered to explain the terms used was approved.
