Chapman v. Haney Seed Co., Inc.

624 P.2d 408, 102 Idaho 26, 1981 Ida. LEXIS 288
CourtIdaho Supreme Court
DecidedMarch 2, 1981
Docket13353
StatusPublished
Cited by26 cases

This text of 624 P.2d 408 (Chapman v. Haney Seed Co., Inc.) is published on Counsel Stack Legal Research, covering Idaho Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Chapman v. Haney Seed Co., Inc., 624 P.2d 408, 102 Idaho 26, 1981 Ida. LEXIS 288 (Idaho 1981).

Opinions

SHEPARD, Justice.

This is an appeal from a judgment in favor of plaintiffs-respondents Chapmans against defendant-appellant Haney Seed Co. The action originated out of a contract wherein the Chapmans, who were farmers, agreed to grow a crop of peas for a commodity warehouse, Haney Seed Co. We affirm.

In March 1977, the Chapmans entered into a contract with Haney Seed Co., the major portion of which consisted of a printed form document tendered by Haney. The contract provided that the Chapmans would grow a crop of Alaska peas on 35 acres of land from seed provided by Haney. That contract provided in part: “The stock seed and the entire seed crop produced from it is, and shall remain at all times covered by this agreement the sole property of the Seeds-man, except as otherwise expressly provided for in this agreement.” The contract also required the Chapmans to

“ * * * deliver the entire seed crop or product of such plantings, and in such manner as to secure the greatest return of seed suitable for seedsmen’s use, to the Seedsman at its warehouse in Twin Falls, Idaho, as soon as such can be put in suitable condition, but not later than Sept. 1, 1977.”

Haney is identified in the contract as the “Seedsman.”

It is not disputed that the Chapmans did. receive the seed from Haney, did plant, cultivate and harvest a crop of peas, and there is no dispute regarding the character or quality of the Chapmans’ farm operation or of the pea crop or that the Chapmans did timely deliver the crop to Haney.

The sole dispute between the parties is whether Haney was obligated under the contract to accept delivery of the entire crop from the Chapmans, and, if so, what price was to be paid therefor. That dispute centers on the following handwritten provisions which were inserted in the printed contract form on a number of blank lines contained therein:

“VARIETY NUMBER OF PRICE PER PEAS POUND
Alaska Peas 35
40% of crop at 8.25$
60% of crop open market”

Both parties agree that Haney was obligated to accept 40% of the crop and pay 8.25$ of the crop and pay 8.25$ per pound therefor. As to the balance of the crop, the Chapmans contend that the phrase “open market” related only to the price for which Haney was obligated, i. e., at the then prevailing market price. Haney contends that the phrase “open market” somehow related to the title of 60% of the pea crop and should be interpreted to mean that the [28]*28Chapmans retained title to 60% of the crop and could dispose of it to any buyer on the open market.

The cause was tried to the court and thereafter the court concluded that the parties had entered into a contract for the production of commercial peás by the plaintiff, which contract was evidenced by a written memorandum entirely prepared and furnished by Haney; that the written contract provided that the crop produced was the property of Haney, except as otherwise expressly provided for; that Haney agreed to pay in full for the services of the grower under the contract upon receipt and acceptance at the price specified; that the entire crop was in fact delivered; that as to 60% of the crop Haney was obligated to pay for those peas at the then prevailing market price [which the court specifically found] and that the Chapmans were entitled to judgment therefor against Haney in the amount of $9,883.75.

On appeal, it is Haney’s principal argument that the trial court erred in excluding parol and trade usage evidence relating to title of the disputed 60% of the pea crop. The Chapmans cross-appeal on the basis that the trial court erred in failing to grant attorney fees.

It is the general rule that when a contract has been reduced to writing, which the parties intend to be a complete statement of their agreement, any other written or oral agreements or understandings (referred to in many cases as extrinsic evidence) made prior to or contemporaneously with the written “contract” and which relate to the same subject matter are not admissible to vary, contradict or enlarge the terms of the written contract. Tapper Chevrolet Co. v. Hansen, 95 Idaho 436, 510 P.2d 1091 (1973); Rogers v. Hendrix, 92 Idaho 141, 438 P.2d 653 (1968); Green v. K.S. Webster & Sons, 77 Idaho 281, 291 P.2d 864 (1955); Paurley v. Harris, 75 Idaho 112, 268 P.2d 351 (1954); Williams v. Idaho Potato Starch Co., 73 Idaho 13, 245 P.2d 1045 (1952); Stone v. Bradshaw, 64 Idaho 152, 128 P.2d 844 (1942); Beebe v. Pioneer Bank & Trust Co., 34 Idaho 385, 201 P. 717 (1921); 32A C.J.S. Evidence § 959(l)a (1964). See, Green v. Consolidated Wagon Etc. Co., 30 Idaho 359, 164 P. 1016 (1917).

However, it has also been consistently held that extrinsic evidence is admissible to interpret ambiguous or uncertain terms which are contained in the written contract. Rogers v. Hendrix, supra; Williams v. Idaho Potato Starch Co., supra; Durant v. Snyder, 65 Idaho 678, 151 P.2d 776 (1944); Stone v. Bradshaw, supra; Fullmer v. Proctor, 59 Idaho 455, 82 P.2d 1103 (1938); McDougall v. Servel, 50 Idaho 9, 292 P. 590 (1930); Green v. Consolidated Wagon, Etc. Company, supra. Accord, Bonner County v. Panhandle Rodeo Association, Inc., 101 Idaho 772, 620 P.2d 1102 (1980); Werry v. Phillips Petroleum Co., 97 Idaho 130, 540 P.2d 792 (1975).

Here Haney contends that the term “open market” is ambiguous not only as to price but also as to the title to 60% of the crop, notwithstanding that such contention directly contradicts an explicit and unambiguous provision of the written contract document, and therefore that extrinsic evidence is admissible as to both price and title. We do not agree. We further conclude that the case law advanced by Haney does not support its contention. In Rogers v. Hendrix, 92 Idaho at 146-147, 438 P.2d at 658-59, this Court said that extrinsic evidence would have been properly admitted to explain an ambiguity in the listing agreement, but that it was erroneously admitted by the trial court when in direct conflict with the written listing agreement. The court went on to note that although such was error, it was harmless error under the particular circumstances. Other cases support the trial court’s interpretation of the parol evidence rule here. See Ness v. Greater Arizona Realty, Inc., 117 Ariz. 357, 572 P.2d 1195 (1977); Arrington v. Walter E. Heller International Corp., 30 Ill.App.3d 631, 333 N.E.2d 50 (1975); Robertson v. McCune, 205 Kan.

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Chapman v. Haney Seed Co., Inc.
624 P.2d 408 (Idaho Supreme Court, 1981)

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Bluebook (online)
624 P.2d 408, 102 Idaho 26, 1981 Ida. LEXIS 288, Counsel Stack Legal Research, https://law.counselstack.com/opinion/chapman-v-haney-seed-co-inc-idaho-1981.