66 Minn. 156 | Minn. | 1896
This action was brought to recover damages for the breach of a warranty of a steam engine, boiler, etc., furnished and set up by defendant for the plaintiff in its mill. The alleged warranty was that the machinery was well made, of good material, and capable of operating plaintiff's mill at full capacity; the part italicized being all that is material on this appeal. It appeared on the trial that the machinery was furnished under the written contract found in full in the paper book, at folios 52 to 57, which is so long that we shall leave it to speak for itself, without attempting here to state its provisionsv The plaintiff then offered certain parol evidence, the exclusion of which by the court forms the subject of the assignments of error.
We do not find in the part of the record cited any such ruling as that referred to in the first assignment of error, which may therefore be passed without further notice.
The second assignment of error is that “the court erred in sustaining defendant’s objection to plaintiff’s offer to prove that there was an express oral warranty.” This refers to the complex and somewhat obscure and indefinite offer found at the bottom of page 12 of the record.
Some parts of this offer were clearly inadmissible, and for that reason, if no other, the defendant’s objection was properly sustained. For example, the offer, in part, was to prove that there was an oral agreement that the machinery should fulfill the conditions of the written agreement. That was necessarily one of the terms of the written agreement itself, whether the conditions referred to in the offer were expressed or implied. But what we infer the assignment of error means is that the court erred in refusing to allow the plaintiff to prove an express oral warranty, as alleged in the complaint, that the machinery would be capable of operating plaintiff’s mill at its full capacity. It will be observed from its language that the offer
Plaintiff’s contention is that it does not fall within that rule; that the offer was merely to prove a separate oral agreement as to a matter on which the writing was silent, and which was not inconsistent with its terms. The rule thus sought to be invoked is one which both courts and text writers have found some difficulty in formulating so as to be at once complete as well as accurate. Mr. Stephens states the rule thus: There may be proved by parol “the existence of any separate oral agreement as to any matter on which a document is •silent, and which is not inconsistent with its terms, if from the circumstances of the case the court infers that the parties did not intend the document to be a complete and final statement of the whole of the transaction between them.” Stephen, Ev. c. 12, § 2. This seems an accurate statement of the rule, except that it is indefinite .as to what are “the circumstances of the case” which the court may consider in determining the completeness or incompleteness of the document. Mr. Freeman, in his note to Green v. Batson,
All the authorities are substantially agreed that where, in the absence of fraud, accident, or mistake, the parties have deliberately put their contract into a writing which is complete in itself, and couched in such language as imports a complete legal obligation, it is conclusively presumed that they have introduced into the written ■instrument all material terms and circumstances relating thereto. .But the point upon which the courts have sometimes differed is as to
If the written contract, construed in view of the circumstances in which, and the purpose for which, it was executed, — which evidence is always admissible to put the court in the position of the parties,— shows that it was not meant to contain the whole bargain between the parties, then parol evidence is admissible to prove a term upon which the writing is silent, and which is not inconsistent with what is written; but, if it shows that the writing was meant to contain the whole bargain between the parties, no parol evidence can be admitted to introduce a term which does not appear there. In short, the true rule is that the only criterion of the completeness of the written contract as a full expression of the agreement of the parties is the writing itself; but, in determining whether it is thus complete, it is to be construed, as in any other case, according to its subject-matter, and the circumstances under which and the purposes for which it was executed.
What was said on this subject in Thompson v. Libby, 34 Minn. 374, 26 N. W. 1, is perhaps incomplete, in not specifically adverting to this rule of construction, and for that reason capable of being understood as meaning that the incompleteness must appear on the face of the document from mere inspection.' For a full discussion of the law on this subject, see Mr. Freeman’s note to Green v. Batson, supra; also Browne, Par. Ev. c. 12. Some few cases hold that in the case of a written contract for the sale of personal property, where the writing contains no warranty, it is competent to admit parol evidence to add a warranty, placing the decision on the ground that a warranty is
Applying the rules which we have laid down, parol evidence to prove a warranty, which was part of the prior or contemporaneous agreement, and about which the written contract was silent, was clearly inadmissible. The written contract is of the most formal and complete character, specifying with minute detail the particular make, name, size, and power of the engine and boiler and appurtenances to be furnished, and how and when they were to be set up. The plaintiff having thus contracted for machinery of a particular make, size, and power, the mere fact that it was purchased for the purpose of operating this mill, and that defendant knew this, would not be a circumstance that would of itself justify the court in construing the writing as an incomplete expression of the contract of the parties. Defendant having furnished the specific machinery, both in make, size, and power, which the parties contracted for, mere was no implied warranty that it would furnish power enough to operate plaintiff’s mill. Wisconsin R. P. Brick Co. v. Hood, 60 Minn. 401, 62 N. W. 550. This also disposes of plaintiff’s third and fourth assignments of error.
Order affirmed.
At page 197.