Swett v. Shumway

| Mass. | Oct 15, 1869

Colt, J.

It is a rule of interpretation, that the intention of the parties to a contract is to be ascertained by applying its terms to the subject matter. The admission of paroi testimony for such purpose does not infringe upon the rule which makes a written instrument the proper and only evidence of the agreement contained in it. Thus, for the purpose of identifying the subject matter to which the written contract relates, paroi testimony of that which was in the minds of the parties, and to which their attention was directed at the time, may be given. It may be shown that a sample, to which the terms of the contract are applicable, was exhibited or referred to in the negotiation, and other statements of the parties then made may be resorted to. The sense in which the parties understood and used the terms expressed in the writing is thus best ascertained. Accordingly, it has been recently held, in an action upon a written contract relating to advertising charts, that verbal representations as to the material of which the chart was to be made and the manner in which it would be published, although promissory in their character, were admissible. Stoops v. Smith, 100 Mass. 63" court="Mass." date_filed="1868-10-15" href="https://app.midpage.ai/document/stoops-v-smith-6415443?utm_source=webapp" opinion_id="6415443">100 Mass. 63. Hogins v. Plympton, 11 Pick. 97. Miller v. Stevens, 100 Mass. 518" court="Mass." date_filed="1868-11-15" href="https://app.midpage.ai/document/miller-v-stevens-6415571?utm_source=webapp" opinion_id="6415571">100 Mass. 518.

In the present case, the plaintiffs contracted with the defendant for the manufacture of articles described as “ all the horn chains they manufacture.” There was no express warranty as to quality or description; and the inquiry at the trial was, what article the words “ horn chains manufactured ” by the plaintiffs were understood by the parties to mean. The defendant contended that the words implied a warranty that the chains should be made wholly of horn, and that there was a failure to comply if part of the links were made of hoof; but the ruling of the ¿curt was, that if there was an article called and known in the market as horn chains, made partly of horn and partly of hoof, and the parties intended this article when they entered into the contract, it was sufficient. This ruling was right. There are many articles which are named from one of several different materials of which they are made. A contract, for example, to furnish gold watches or mahogany furniture would not be construed to require the whole watch to be gold, or the whole piece of furniture to be mahogany. In the admission of the evidence offered by the plaintiffs on this point, the true rule was applied by the court. And this disposes of very many of the numerous exceptions, of a similar nature, which appear upon this record. It would be unprofitable to examine in detail the whole class to which it applies.

The further instruction of the court, that the law implied that the articles called for by the contract should be of fair merchantable quality and of good workmanship, but not that they should be of first quality, was sufficiently favorable to the defendant. It was left to the jury to find what quality and kind the plaintiffs were obliged to deliver under the contract. Mixer v. Coburn, 11 Met. 559. All the offers of the defendant to show the price of different qualities of chains in the market were properly rejected. No warranty can be inferred from price paid, and the plaintiff is entitled to the full benefit of his contract, without reference to the market price at the time or afterwards, or the course of the trade and manufacture of chains. The price in the market is not an element from which to determine whether the chains were up to the contract, and did not become admissible for such purpose, when offered, after testimony on cross-examination of the defendant, that he sold the chains, received of the plaintiffs, at an advance on the contract price.

Upon cross-examination of the defendant’s witness Lincoln, he denied any attempt improperly to obtain the written contract in question from one of the plaintiffs. The subsequent examination of the same plaintiff, to show that such attempt was made, was properly allowed for the purpose of showing such a bias as would affect the credit of his testimony. Day v. Stickney, 14 Allen, 255.

The testimony of Swett as to the relative strength of hoof and horn rings, from knowledge which he had derived by actual experiment, was not objectionable. It was the statement of results which he had observed1 as matters of fact, and had some tendency to enlighten the jury upon the question at issue.

Other exceptions to the admission and rejection of evidence taken at the trial were not pressed at the argument, and need no notice here. The instructions given to the jury were all that the case required, and are not open to the defendant’s exception ; and the instructions requested were properly refused.

Exceptions overruled.