Jennings v. Puffer

89 N.E. 1036, 203 Mass. 534, 1909 Mass. LEXIS 971

• Court: Massachusetts Supreme Judicial Court
• Decided: November 22, 1909
• Status: Published

Opinion

Rugg, J.

The defendant entered into a written agreement with one Marcus, of the tenor following, so far as material: “ I will sell you my estate containing 1311 feet of land . . . for the sum of one hundred twenty-five thousand dollars.” It contained no statement as to the title. This agreement was assigned to the plaintiff. The defendant offered to show by oral testimony that in the interview, when the agreement was signed, reference was made to a lease to which the property was subject, and that the defendant delivered to Marcus a card showing its rentals and a memorandum of the lease; and that the parties then understood and agreed that if a deed should be executed in pursuance of the agreement, it should be made subject to the lease. The only question is whether such evidence was competent. Parol evidence is not admissible to contradict the terms of a written contract. In the absence of fraud or mistake, all previous or contemporary oral negotiations are merged in the written instrument, which is conclusively presumed to express the bargain. But where any of the terms of the contract are ambiguous or the sense of a word used is obscure, all the circumstances attending the transaction may be shown in order to clear up the doubt. Oral evidence is not admissible for the purpose of constructing a new contract or varying the old, but to ascertain the meaning of the one actually made by showing the situation of the parties with relation to the bargain in order intelligently to apply the contract to the subject matter with which it deals. Lee v. Butler, 167 Mass. 426, 428. Smith v. Vose Piano Co. 194 Mass. 193, and cases cited. Way v. Greer, 196 Mass. 237, and cases cited.

The descriptive word employed in the agreement is “ estate.” This does not necessarily define with precision the nature of the defendant’s title. It may signify the quantity of interest held by the defendant. It does not clearly show whether the land was free from all possible incumbrances or subject to restrictions or lease. The agreement was in this regard open to identification as to its subject matter. It was therefore competent to make definite the exact nature of the estate referred to in the agreement, by testimony as to what occurred at the time it was executed. Sleeper v. Nicholson, 201 Mass. 110,113. Strong v. Carver Cotton Gin Co. 197 Mass. 53, 59. Garfield & Proctor Coal Co. v. Pennsylvania Coal & Coke Co. 199 Mass. 22, 34. Harrigan v. Dodge, 200 Mass. 357, 359. Gordon v. Knott, 199 Mass. 173. Fullam v. Wright & Colton Wire Co. 196 Mass. 474, 477. United States Hat Co. v. Koch, 195 Mass. 178. Mead v. Parker, 115 Mass. 413. Doherty v. Hill, 144 Mass. 465. The statute of frauds has not been pleaded nor argued, and the case is treated as not raising any question under it.

This is a different ground from that upon which the evidence was admitted in the Superior Court, but it is well settled that its rulings are to stand even though supported by reasoning other than that there stated. In accordance with the terms of the report judgment is to be entered for the defendant."

So ordered.