BOARD OF REGENTS OF STATE TEACH. COL. OF TEX. v. Goetz

Texas Supreme Court

BOARD OF REGENTS OF STATE TEACH. COL. OF TEX. v. Goetz

453 S.W.2d 290, 13 Tex. Sup. Ct. J. 191, 1970 Tex. LEXIS 222

CourtTexas Supreme Court

DecidedFebruary 11, 1970

DocketB-1599

StatusPublished

Cited by5 cases

This text of 453 S.W.2d 290 (BOARD OF REGENTS OF STATE TEACH. COL. OF TEX. v. Goetz) is published on Counsel Stack Legal Research, covering Texas Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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BOARD OF REGENTS OF STATE TEACH. COL. OF TEX. v. Goetz, 453 S.W.2d 290, 13 Tex. Sup. Ct. J. 191, 1970 Tex. LEXIS 222 (Tex. 1970).

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SMITH, Justice.

This declaratory judgment suit was filed by Wm. E. Goetz, Howard C. Goetz and Walter E. Goetz, building contractors, as plaintiffs, against the Board of Regents of the State Teachers Colleges of Texas, as [291]*291defendant, seeking to have declared and adjudged their right to recover the sum of $17,000.00 in addition to the sum stated in a contract entered into on August 14, 1958, wherein they agreed to construct additions to the Library and Science Buildings at Southwest Teachers College in San Marcos, Texas.

The following alleged facts are undisputed : The plaintiffs alleged that pursuant to the defendant’s request for bids for the construction and improvements on the Science and Library Building at the Southwest Texas Teachers College in San Marcos, they submitted a bid in the sum of $864,888.00; immediately after the bids were opened on the morning of August 12, 1958, and before any bids had been accepted, plaintiffs notified the defendant that, because of an error, their bid was $26,153.-65 too low; after negotiations between the parties, the plaintiffs and subcontractors agreed to absorb enough of this sum to reduce the alleged loss to $17,000.00, and after the defendant adopted a resolution to pay the sum of $17,000.00 in excess of the amount of plaintiffs’ bid, provided such sum could legally be paid, the plaintiffs and defendant signed a written contract which provided for the payment of $858,-888.00, rather than the intended bid of $885,041.65. Thereafter, the construction work was completed and all sums of money have been paid, except the sum of $17,000.-00. Plaintiffs in their prayer for relief asked “that on final hearing of this cause that the Court declare and adjudge the plaintiffs made a remediable mistake in their original submission of their bid for which they were entitled to be relieved and concerning which plaintiffs were not obligated to perform such work for the amount of their bid of $858,888.00, as submitted, and bear the loss of its mistake, to-wit, $26,153.65, and that the defendants can lawfully pay to the plaintiffs said sum of $17,000.00, etc.” The suit was defended on the ground that the relief sought was prohibited by the provisions of Sections 44 and 51 of Article III of the Constitution of Texas, and that the conditional resolution to pay an additional sum of $17,000.00 formed no part of the contractual obligation created under the August 14, 1958 agreement. A non-jury trial resulted in a judgment that plaintiffs take nothing. The Court of Civil Appeals reversed the trial court’s judgment and rendered judgment for the plaintiffs. 440 S.W.2d 892. We reverse the judgment of the Court of Civil Appeals and affirm that of the trial court.

The record reflects that the bid submitted was erroneous in the sum of $26,153.65, as alleged by plaintiff, because the cost of certain masonry work was mistakenly omitted. The trial court made findings of fact and conclusions of law. The court found as a fact that in reliance upon the resolution to pay the $17,000.00, plaintiffs and defendant executed the written contract in the amount of the. erroneous bid and, thereafter, completed the work specified in the written agreement to the satisfaction of the defendant. The trial court concluded, as a matter of law, that the defendant could not legally pay the $17,000.00 in addition to the contract price of $864,-888.00. The correctness of this holding is the sole question before this Court.

The Court of Civil Appeals has held that the resolution in regard to the additional payment of $17,000.00 became a part of the formal contract, just as though incorporated therein, upon the theory that contemporaneous written agreements relating to the same subject are to be construed “so as to give effect to all.”

We cannot agree. The subject matter of the negotiations leading to the adoption of the resolution by the Board of Regents was specifically dealt with in the bid as well as in the contract which was signed by the parties. The bid and the final written contract to construct and improve the Science Building and Library Building at a cost of $864,888.00 included the masonry work. The conditional agreement to pay the sum of $17,000.00 in addition to that agreed upon as reflected’in the [292]*292contract was for the same masonry work. Such agreement is inconsistent with the final agreement entered into between the parties.- These extrinsic negotiations are ineffective under the parol evidence rule which precludes the giving of legal effect to extrinsic negotiations which have been specifically dealt with in the final writing. IX Wigmore on Evidence, 3rd ed. 1940, §§ 2430, 2443 and 2444. See Messer v. Johnson, (Tex.Sup.1968), 422 S.W.2d 908; Jackson v. Hernandez, 155 Tex. 249, 285 S.W.2d 184 (1955); Bradshaw v. McDonald, 147 Tex. 455, 216 S.W.2d 972 (1949) ; Vansickle v. Watson, 103 Tex. 37, 123 S.W. 112 (1909); 2 McCormick & Ray, Texas Law of Evidence, §§ 1602, 1634.

The judgment of the Court of Civil Appeals is reversed and that of the trial court is affirmed.

CALVERT, C. J., concurs in the result. Dissenting opinion by McGEE, J., in which HAMILTON, J., joins. REAVLEY, J., not sitting.

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SMITH, Justice.

This declaratory judgment suit was filed by Wm. E. Goetz, Howard C. Goetz and Walter E. Goetz, building contractors, as plaintiffs, against the Board of Regents of the State Teachers Colleges of Texas, as [291]*291defendant, seeking to have declared and adjudged their right to recover the sum of $17,000.00 in addition to the sum stated in a contract entered into on August 14, 1958, wherein they agreed to construct additions to the Library and Science Buildings at Southwest Teachers College in San Marcos, Texas.

The following alleged facts are undisputed : The plaintiffs alleged that pursuant to the defendant’s request for bids for the construction and improvements on the Science and Library Building at the Southwest Texas Teachers College in San Marcos, they submitted a bid in the sum of $864,888.00; immediately after the bids were opened on the morning of August 12, 1958, and before any bids had been accepted, plaintiffs notified the defendant that, because of an error, their bid was $26,153.-65 too low; after negotiations between the parties, the plaintiffs and subcontractors agreed to absorb enough of this sum to reduce the alleged loss to $17,000.00, and after the defendant adopted a resolution to pay the sum of $17,000.00 in excess of the amount of plaintiffs’ bid, provided such sum could legally be paid, the plaintiffs and defendant signed a written contract which provided for the payment of $858,-888.00, rather than the intended bid of $885,041.65. Thereafter, the construction work was completed and all sums of money have been paid, except the sum of $17,000.-00. Plaintiffs in their prayer for relief asked “that on final hearing of this cause that the Court declare and adjudge the plaintiffs made a remediable mistake in their original submission of their bid for which they were entitled to be relieved and concerning which plaintiffs were not obligated to perform such work for the amount of their bid of $858,888.00, as submitted, and bear the loss of its mistake, to-wit, $26,153.65, and that the defendants can lawfully pay to the plaintiffs said sum of $17,000.00, etc.” The suit was defended on the ground that the relief sought was prohibited by the provisions of Sections 44 and 51 of Article III of the Constitution of Texas, and that the conditional resolution to pay an additional sum of $17,000.00 formed no part of the contractual obligation created under the August 14, 1958 agreement. A non-jury trial resulted in a judgment that plaintiffs take nothing. The Court of Civil Appeals reversed the trial court’s judgment and rendered judgment for the plaintiffs. 440 S.W.2d 892. We reverse the judgment of the Court of Civil Appeals and affirm that of the trial court.

The record reflects that the bid submitted was erroneous in the sum of $26,153.65, as alleged by plaintiff, because the cost of certain masonry work was mistakenly omitted. The trial court made findings of fact and conclusions of law. The court found as a fact that in reliance upon the resolution to pay the $17,000.00, plaintiffs and defendant executed the written contract in the amount of the. erroneous bid and, thereafter, completed the work specified in the written agreement to the satisfaction of the defendant. The trial court concluded, as a matter of law, that the defendant could not legally pay the $17,000.00 in addition to the contract price of $864,-888.00. The correctness of this holding is the sole question before this Court.

The Court of Civil Appeals has held that the resolution in regard to the additional payment of $17,000.00 became a part of the formal contract, just as though incorporated therein, upon the theory that contemporaneous written agreements relating to the same subject are to be construed “so as to give effect to all.”

We cannot agree. The subject matter of the negotiations leading to the adoption of the resolution by the Board of Regents was specifically dealt with in the bid as well as in the contract which was signed by the parties. The bid and the final written contract to construct and improve the Science Building and Library Building at a cost of $864,888.00 included the masonry work. The conditional agreement to pay the sum of $17,000.00 in addition to that agreed upon as reflected’in the [292]*292contract was for the same masonry work. Such agreement is inconsistent with the final agreement entered into between the parties.- These extrinsic negotiations are ineffective under the parol evidence rule which precludes the giving of legal effect to extrinsic negotiations which have been specifically dealt with in the final writing. IX Wigmore on Evidence, 3rd ed. 1940, §§ 2430, 2443 and 2444. See Messer v. Johnson, (Tex.Sup.1968), 422 S.W.2d 908; Jackson v. Hernandez, 155 Tex. 249, 285 S.W.2d 184 (1955); Bradshaw v. McDonald, 147 Tex. 455, 216 S.W.2d 972 (1949) ; Vansickle v. Watson, 103 Tex. 37, 123 S.W. 112 (1909); 2 McCormick & Ray, Texas Law of Evidence, §§ 1602, 1634.

The judgment of the Court of Civil Appeals is reversed and that of the trial court is affirmed.

CALVERT, C. J., concurs in the result. Dissenting opinion by McGEE, J., in which HAMILTON, J., joins. REAVLEY, J., not sitting.

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453 S.W.2d 290, 13 Tex. Sup. Ct. J. 191, 1970 Tex. LEXIS 222, Counsel Stack Legal Research, https://law.counselstack.com/opinion/board-of-regents-of-state-teach-col-of-tex-v-goetz-tex-1970.

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