Randolph v. Helps

| Colo. | Dec 15, 1885

Elbert, J.

The complaint alleges “that by the terms of the lease it was provided that, if Stimson should sell the leased premises during the term of the lease, the said Stimson should pay to the defendants the value of all improvements placed upon the premises, and that the defendants should deliver up the premises to Stimson, or his vendee, and that the term of the lease should then terminate.” The only provision of the lease pertaining to this issue is as follows:

“ And it is further stipulated and agreed by the second party that if the first party should sell or dispose of his interest in said premises, said first party shall pay to said second party the appraised value of all the improvements of said second party on said premises, and, in the event of said appraisement, each of the two parties to this contract are to appoint a disinterested man; and if' said two men cannot agree on the price of said improvements, said two men are to choose a third man, and a decision of a majority of said three men is to be the price of said improvements.”

Construing this provision according to the settled rules applicable to the case,— collecting the intention from the context and words used, — • it cannot be said that it was agreed between the contracting parties that the lease was to terminate upon the sale of the leased premises by the lessor. We find, by its terms, a plain and unambiguous provision for the appraisement of the improvements on the leased premises in case of sale, and for the payment of the appraised value by the lessor; but there is nothing-in its terms to the effect that the lessees, in case of sale, shall deliver up the premises to Stimson or his vendee, or that the term of the lease shall terminate. If such was the intention of the contracting parties, they did not express it in their written contract; nor is there any attempt to express such an agreement. It is not the case of an imperfect expression of intention, but one of entire omission, if the intention existed. Payment for the improvements in case of sale may seem unusual, without surrender of the lease, but we cannot say that a surrender is necessarily implied from such a provision. Some very different consideration, known to the parties and unknown to us, may have influenced them. We cannot proceed upon conjecture, and by implication add a provision to the lease which' defeats the leasehold estate granted by its express terms. On its face, it is an entire contract, and purports to express fully the intention of the parties.

On the trial below “the plaintiff offered to prove, in support of the lease, that the declared intention of the parties at the time, in using the language set forth in the lease, was that upon a sale of the property by Stimson the possession was to be delivered to Stimson, or his vendee.” The language of the offer, taken in connection with the terms of the provision, leaves it in doubt whether the purpose was to explain the language used in the lease, or to show a contemporaneous parol understanding. It was not admissible for either purpose in this case. It is a familiar rule that extrinsic evidence is not admissible, either to contradict, add to, subtract from, or vary the terms of a written instrument. The rule applies with greater force to all agreements required by the statute of frauds to be in writing; but, as the effect of a defeasance is claimed for the provision, we apply the rule as to a writing not within the statute of frauds and say: (1) Where the words of the contract are free from ambiguity in themselves, and no doubt or difficulty arises as to their meaning or application, they are to be construed and applied in their plain and general acceptation. Written instruments would he of but little value if evidence dehors were admissible to show an intention different from the plain intention expressed by unambiguous words. The language of a contract is the agreed repository of the intention of the parties, and from it, when free from ambiguity, they cannot be allowed to appeal to the less certain testimony of witnesses. 2 Phil. Ev. *63é. (2) All oral negotiations or stipulations between the parties which preceded or accompanied the execution of the instrument are to be regarded as merged in it, and the latter is to be treated as the exclusive medium of ascertaining the agreement to which the contractors bound themselves. Parol evidence is admissible to explain and apply the writing, but not to add to it or vary its terms. 2 Phil. Ev. *666, *667. In a direct proceeding for that purpose, upon a proper and sufficient, showing, a court of equity has the power to reform this instrument in case of fraud or mistake, but, until so reformed, it must stand as the agreement of the parties, and be interpreted by the plain language which they have used. The judgment of the court below is affirmed.

Affirmed.