In Brosty v. Thompson, 79 Conn. 133, 136, 64 A. 1, we said: "Whether the parties intended the writing to embody their entire oral agreement or only a part of it, was a question for the trial court, to be determined from the conduct and language of the parties and the surrounding circumstances.... Where the parties do not intend to embody their entire oral agreement in the writing, the rule invoked by the plaintiffs does not apply."Summary of this case from Asbestos Products Corporation v. Matson
The rule that all prior oral negotiations are merged in the subsequent written instrument, has no application where the parties do not intend to embody their entire oral agreement in the writing. The question of their intent is one for the determination of the trial court, in view of their language and conduct and of all the surrounding circumstances. Such determination will not be reviewed on appeal, unless the record shows an error of law or of logic in reaching it.
Argued April 17th, 1906
Decided June 8th, 1906.
ACTION for the conversion of live stock and other personal property, brought to and tried by the Court of Common Pleas in Fairfield County, Curtis J.; facts found and judgment rendered for the defendant, and appeal by the plaintiffs. No error.
Clitus H. King and Henry Greenstine, for the appellants (plaintiffs).
Edward F. Hall, for the appellee (defendant).
The plaintiffs and the defendant entered into an oral agreement relating to the sale, by the plaintiffs to the defendant, of a farm and of certain personal property used thereon. Subsequently they executed a written contract embodying the terms of the oral agreement as to the sale of the farm, which was silent as to the personal property agreed to be sold under the oral agreement; and the question, upon the present appeal, is whether the prior oral agreement for the sale of the personal property is available to the defendant upon the facts found. These facts may be summarized as follows: The plaintiffs in April, 1905, owned a farm in this State on which was used the personal property described in the complaint, which personal property was less than $300 in value. The plaintiffs placed the farm and said personal property in the hands of a broker to sell, and he offered it for sale to the defendant for the lump sum of $3,600. The defendant and the broker visited the farm, and examined it and said personal property, and the defendant then told the broker that he would buy the farm and the personal property for $3,600, but that all he could pay down was $300. Subsequently, in the early part of April, 1905, the plaintiffs and the defendant agreed to the following terms proposed by the broker: the plaintiffs to deliver the farm and said personal property to the defendant on May 1st, 1905, the personal property to be the defendant's absolutely, and the real estate to be delivered to the defendant under a contract of sale, the terms of which were subsequently embodied by the broker in a writing called Exhibit A, executed by the parties on April 18th, 1905. In said writing the plaintiffs agreed to convey the farm to the defendant by a suitable deed, "upon the following conditions," which may be summarized as follows: (1) the defendant was to pay to the plaintiffs, upon the execution of the writing, $300; (2) he was to pay to them $30 on the first day of May, 1905, and a like sum on the first day of every month thereafter, until the sum of $1,700 should be paid in full; (3) he was to assume and pay the mortgage on the farm, and the interest thereon as it fell due; (4) he was to pay all taxes assessed upon the farm and to keep the buildings insured for a specified amount; and (5) he was to pay interest upon the unpaid portion of the $1,700 at an agreed rate; and finally he was to forfeit all claims to the farm and to all money paid under the agreement, if he failed to make any of the agreed payments.
Upon the execution of the writing the defendant paid to the plaintiffs $300 as agreed, also $20 in payment of the interest due upon the mortgage to July 1st, 1905. The writing was silent as to the sale or disposition of the personal property. In this entire transaction the defendant did not meet the plaintiffs but dealt exclusively with the broker. On May 1st, 1905, the plaintiffs delivered, and the defendant took, possession of the farm and of the personal property under the foregoing agreement; and shortly thereafter he sold said personal property for $194; notified the broker that he abandoned the contract, and made no further payments thereon.
Upon the trial the plaintiffs admitted that the personal property was part of the subject-matter of the oral agreement between the parties, but claimed that by that agreement the title to the personal property was to remain in the plaintiffs until the title to the farm passed to the defendant. The evidence of the existence and terms of the prior oral agreement for the purchase and sale of the farm and the personal property, came in without objection, apparently; but after it was in the plaintiffs claimed that "the court should disregard the evidence, and treat the written agreement as the entire contract between the parties." This claim the court overruled, and from all the evidence in the case found the facts aforesaid, and that the parties did not intend to embody the entire oral agreement in the written one.
The evidence is not before us, but upon the record as it stands we must assume that it warranted the court in finding as it has.
The plaintiffs claim that the existence of the written agreement rendered the prior oral agreement between the parties, for the purchase and sale of the personal property, of no avail to the defendant. This claim is based upon the so-called "parol evidence rule," that where parties merge all prior negotiations and agreements in a writing, intending to make that the repository of their final understanding, evidence of such prior negotiations and agreements will be rejected as immaterial. The rule itself is firmly established; Galpin v. Atwater, 29 Conn. 93, 97; Averill v. Sawyer, 62 Conn. 560, 568, 27 A. 73; Caulfield v. Hermann, 64 Conn. 325, 327, 30 A. 52; and the only question is whether it is applicable in this case. We think it is not. Whether the parties intended the writing to embody their entire oral agreement or only a part of it, was a question for the trial court, to be determined from the conduct and language of the parties and the surrounding circumstances; and that court has found that the parties had no such intent, and there is nothing in the record to show that the court, in reaching that conclusion, erred either in law or in logic. 4 Wigm. on Ev. § 2430. Where the parties do not intend to embody their entire oral agreement in the writing, the rule invoked by the plaintiffs does not apply. Collins v. Tillou, 26 Conn. 368; Clarke v. Tappin, 32 id. 56; Hall v. Solomon, 61 Conn. 476, 482, 23 A. 876; Averill v. Sawyer, 62 Conn. 560, 27 A. 73; Chapin v. Dobson, 78 N.Y. 74. That rule does not apply in this case.