Frost v. Blanchard

97 Mass. 155

Opinion

Foster, J.

A previous or contemporaneous warranty cannot be engrafted by paroi evidence on a written contract. Boardman v. Spooner, 13 Allen, 353.

In our opinion, the agreement of May 25, reduced to writing and subscribed by both parties, merged all antecedent negotiations and stipulations, whether oral or written, and must be taken to be the complete expression of their entire bargain with each other, by which alone their rights and liabilities are to be determined. We discover no reason for supposing it to be supplementary to the contract of January 7, in any such sense as to admit verbal evidence of the transactions of that day to add to or vary its terms. The goods sold had been already delivered by the plaintiffs to the defendants, having been forwarded two months before. The parties disagreed as to the terms on which the defendants were bound to accept and pay for them. Thereupon it was agreed that the defendants should return a part and keep the rest, and pay for the articles kept a specified price. This written agreement adjusted their differences, and is complete in itself, requiring only the addition of the bill previously rendered to show how many had been forwarded, and proof of what was the list price from which the twenty-five per cent, discount was to be deducted. - Exceptions sustained.