19 N.Y.S. 233 | New York Court of Common Pleas | 1892
Assuming for argument that the evidence suffices to establish a warranty by the plaintiff, and that under the answer the defendant was privileged to prove it, the question is whether the order for the registers constituted-such a contract as precluded paroi evidence of the warranty. The rule is fundamental and familiar that, if a paper appear on its face to be a .complete contract, then, in the absence of fraud, accident, or mistake, paroi evidence is inadmissible to enlarge its terms; the conclusive presumption of law being that such paper embodies the entire agreement of the parties. And whether or not a writing, upon its face, be a complete expression of the agreement of the parties, is for determination by the court. Harrison v. McCormick, 89 Cal. 327, 26 Pac. Rep. 830. Purporting to be a conditional sale of chattels, the paper in question specifies the conditions, names the-seller and buyer, identifies the things sold, states the price, times of payment, and place of delivery. In this enumeration, what element requisite to the completeness of such a contract is wanting? True, the paper is signed only by defendant, the buyer; but the acceptance of it, and delivery of the chattels pursuant to .its provisions, makes plaintiff, the seller, as essentially a party to it as would be implied by a formal subscription. Mason v. Decker, 72 N. Y. 595; Dent v. Steam-Ship Co., 49 N. Y. 390; Pierson v. Morch, 82 N. Y. 503; Sands v. Crooke, 46 N. Y. 564, 570; McCae v. Purmort, 16 Wend. 460.
The plaintiff being thus a party to the contract, and bound by its terms, the position is untenable that the paper contains and exhibits only the agreement of the defendant. By acceptance of the order plaintiff incurred an obligation to fulfill it, and that obligation the paper distinctly defines. If the paper imports an agreement on the part of the defendant to buy and pay the price, it equally expresses an agreement on the part of the plaintiff to sell and accept the price. If the paper imports that the chattels are to continue
All concur.