287 Mass. 221 | Mass. | 1934
This is an action of contract by which the plaintiff seeks to recover damages for breach of an alleged contract. The case was tried in the Superior Court before a jury, and a verdict was returned in favor of the plaintiff in the sum of $6,890.68. The case is before this court upon a report by the presiding judge.
The report recites that a few days prior to November 1, 1928, the plaintiff suggested to the defendant, through its president, the manufacture of material for raincoats, and as a result of these conversations the parties on that date
The contract dated June 11, 1929, is as follows: “WlNDRAM MANUFACTURING CO., CRADLE CLOTH 3 Dorchester Street, South Boston, Mass. Tel. South Boston 2600. June 11, 1929. Mr. A. A. McLaren, 755 Boylston Street, Boston, Mass. Dear Sir: We will pay you 10% commission on all orders for Raincoat or Bathing Suit Fabrics, sold in New York, New Jersey, Pennsylvania, or Maryland, whether sent in by you or not. A duplicate copy of invoice on all above goods shipped to be mailed to you. This agreement may be terminated on Feb. 1, 1930, by either party, upon sixty days notice, in writing. Commissions will be due and payable as soon as order is received, and credit accepted. Payments of commissions to be made on the 1st and 15th of each month. Any commissions already paid on failures, or uncollectable
Before the case was submitted to the jury it was agreed, between the parties (1) that if the jury were not satisfied that the plaintiff and the defendant had entered into the oral contract declared upon in the plaintiff’s declaration, then there should be a verdict for the defendant; (2) that if the jury were satisfied that the parties made the oral, contract declared on, but that the parties intended to abrogate it by the contract of June 14, then the jury should' return a verdict for the plaintiff in the sum of $181, plus interest from the date of the writ; (3) that if the jury' were satisfied that the oral contract was made, and that the parties did not intend to terminate or abrogate it by. the contract of June 14, then the jury should return a verdict for the plaintiff in the sum' of $5,580.47 plus interest from the date of the writ.
The defendant made certain requests for rulings in substance as follows: (1) Upon all the evidence the plaintiff is not entitled to recover any further commissions upon the sale of goods made by the defendant after June 14, 1929. (3) The contract of June 14, 1929, by necessary implication supersedes any previous contract between the parties relating to commissions on orders for fabrics which might have been made theretofore. (4) The plaintiff is not entitled to recover any commission on orders received by the defendant for fabrics after June 14, 1929, except for such material sold in New York, New Jersey, Pennsylvania and Maryland, or on orders obtained outside of these States which were sent by the plaintiff. The case is reported to this court on the question whether or not it should have been ruled as matter of law on all the evidence that the contract dated June 11, 1929, in and of itself, terminated or abrogated the oral contract of November 1, 1928, such being the contention of the defendant, while the
Although in cases where the evidence is clear and unambiguous it is the duty of the court to decide as matter of law whether or not a contract has been terminated or abrogated, it does not appear that such duty existed in the present case. No such patent inconsistency exists between the terms of the later and earlier agreements as to justify the application of the rule of implied rescission as matter of law. Am. Law Inst. Restatement: Contracts, § 408. Black, Rescission and Cancellation, § 530. Page on Contracts, § 2489 et seq. See cases cited in 13 C. J. pages 603, 604. In the present case the subsequent written contract is clearly susceptible of the construction that it was intended to be an extension of the period covered by the oral contract, not as to the whole territory but as to certain named States. Nowhere in the written contract is it stated when it is to be effective. It is as inferable that it was an extension of the original agreement as that it was to supersede it. From the evidence of the conversations at the conferences between the parties preceding the execution of the written agreement, a finding was warranted that the written agreement was intended as an extension of the original agreement to compensate the plaintiff for the period of time lost by him at the beginning of the term due to unavoidable delay in perfecting the samples of merchandise. It is manifest from the evidence that the plaintiff relied upon the original oral agreement. Although the written agreement and the other evidence were susceptible of the inference that the written agreement was in substitution of the oral one, yet the form of the contract dated June 11 was not such as to be conclusive of the matter and finally determinative of the intent of the parties, which was the important issue to be decided. We are of opinion that the question whether the-oral agreement had been rescinded was properly submitted to the jury. Carnig v. Carr, 167 Mass. 544, 548. Hanson & Parker, Ltd. v. Wittenberg, 205 Mass. 319, 326, 327. Noyes v. Noyes, 224
The further contention of the defendant that the existence of the written agreement rendered the former oral agreement between the parties invalid is disposed of by the cases above cited. This contention apparently is based upon the paroi evidence rule that where parties have merged all prior negotiations and agreements in a writing, intending to make it the final statement of the entire transaction, evidence of such prior negotiations and antecedent agreements will be rejected as immaterial. Glackin v. Bennett, 226 Mass. 316, and cases cited. Boston Consolidated Gas Co. v. Folsom, 237 Mass. 565. Whitty Manuf. Co. Inc. v. Clark, 278 Mass. 370, 374. Brookline v. Crane Construction Co. 285 Mass. 558, 564. The principles so annunciated in those cases are not applicable to the case at bar. Whether the parties intended the writing to embody their entire agreement and to be in substitution of the original oral agreement or to be supplemental to the oral agreement was a question of fact to be determined from the conduct and language of the parties and all the circumstances. Harris v. Rickett, 4 H. & N. 1. Corey v. Woodin, 195 Mass. 464, 470. Am. Law Inst. Restatement: Contracts, §§ 237, 240.
The case of Rosenfeld v. Standard Bottling & Extracts Co. 232 Mass. 239, and other cases cited by the defendant are distinguishable from the case at bar.
The defendant’s exception to the refusal to grant its requests for rulings cannot be sustained. As the case was properly submitted to the jury, the entry must be
Judgment for the plaintiff on the verdict.