Blake Manufacturing Co. v. Jaeger
Blake Manufacturing Company v. G. Jaeger
Headnotes
Summary
Syllabus and headnotes are prepared by the reporter or publisher, not the court, and are not part of the opinion.
Opinion of the Court
Text extracted by OCR from a scanned original; check the original for exact wording.
ELLISON, J.
In the year 1896 defendant Jaeger undertook the construction of a waterworks plant for the town of Greenville, Miss., and in March of that year made a contract in writing with the Knowles Steam Pump Works of New York for the necessary pumps to be delivered E. O. B. at *241 Greenville and for the price of $2,195. The agreement was that the pumps should lift 1,400 gallons of water per minute.
"When the pumps were put in place it was found, on a test then made, that they did not have the capacity called for by the contract. Thereupon in September, 1896, the pump company addressed a written proposal to defendant, offering in effect to put in larger pumps of a certain pattern, provided, however, defendant would release the company from damages on the original contract. According to defendant’s evidence, he declined to accept this supplemental agreement except with the understanding that the pumps should be furnished ready to set up at Greenville within thirty days after said new contract should be made, and with this understanding defendant accepted tbe proposal. And this, according to the testimony of defendant and the mayor of Greenville, the pump company’s agent in charge of the matter agreed to, though a stipulation to that effect was not incorporated in .the written proposal. The agent for the pump company testified at the trial and denied that he agreed to any such limit of time. The pumps were not furnished until more than two months after the new or supplemental agreement was 'entered into. By reason of this delay the evidence shows that defendant was put to much extra expense, was unable to close up the work and settle with the Greenville authorities and get his pay, etc.
During the progress of the work defendant paid the pump company several amounts, so that on the original contract price there only remained a balance of $374, and the plaintiff here brought this action on said balance of account as an assignee thereof. The defense was based on the failure of the pump company to furnish the machinery within the thirty days, by reason of which default defendant suffered damages which he claimed should go to reduce or recoup plaintiff’s alleged balance of account.
On a trial by jury there was a verdict and judgment for defendant and plaintiff appealed.
On Rehearing
Text extracted by OCR from a scanned original; check the original for exact wording.
*242 ON REHEARING.
In -admitting the evidence that the pump was to be furnished within thirty days the trial court committed error. No ■time of delivery having been written in the contract, the law implies that it should be a reasonable time. This implication of the law is as much a part of the contract as if it was written therein in words. The contract was not incomplete. On the contrary it was a full expression of the entire understanding, and therefore falls within the rule which prevents the admission of oral evidence to vary or alter a written contract. “The legal effect of a written contract is as much within the protectiomof the rule which forbids the introduction of parol evidence as its language.” Barry v. Ransom, 2 Kern. 462. “Where the legal construction and effect of an instrument are well settled, it is varying the instrument to show that the parties intended something else as much as it would be to prove that the terms used were not in accordance with the previous agreement.” LaForge v. Rickett, 5 Wend. 187 ; Creery v. Holly, 14 Wend. 30 ; Thompson v. Ketchum, 8 Johns, 190. “Where the language of -an instrument has a settled legal meaning, its construction is not open to evidence.” 2 Parsons on Contracts, 551 (star p.).
Where no time of payment is mentioned in- a written contract for things sold, the law presumes cash on demand, and parol proof of -a specified time having been agreed upon contemporaneously is not admissible. Ryan v. Hall, 13 Met. 520 ; Warren v. Wheeler, 8 Met. 97 . The same rule of law is established in England. Ford v. Yates, 2 M. & G. 549; Greaves v. Ashlin, 3 Camp. 426; Simpson v. Henderson, 1 Moo. & M. 300.
Text writers state the same rule. “If the contract specifies no time, the law implies that it shall be performed within a reasonable time; -and will not permit this implication to be rebutted by extrinsic testimony going to fix a definite term, *243 because this varies the contract.” 2 Parsons on Contracts, 661 (star p.); 1 Chitty on Contracts, 144. So, “where anything is to be done, as goods to be delivered, or the like, and no time is specified in the contract, it is then a presumption of law that the parties intended and agreed that the thing should be done in a reasonable time.” 2 Parsons on Contracts, 535. If no time of payment is written in a promissory note it is payable on demand and parol evidence is not admissible to prove the contrary. Bank v. Hunt, 25 Mo. App. 170 . A bill of lading which is silent as to place of storage imports a contract that the goods are to Be stowed under deck and parol evidence that it was agreed they should be stowed on deck is inadmissible. The Delaware, 14 Wallace, 579.
The foregoing shows that the judgment should be reversed and the cause remanded.
All concur.
How later courts describe this case
No later court has written an explanatory parenthetical about this case yet.
Cited by 8 cases
View all citing references →Relies on it most ⓘ
- Kansas City Bridge Co. v. Kansas City Structural Steel Co.
- Smith Sand & Gravel Co. v. Corbin
- Olson Construction Co. v. Commercial Building & Investment Co.
- Minnesota Thresher Manufacturing Co. v. Grant City Lumber & Hardware Co.
- Williams v. Kansas City Suburban Belt Railway Co.
- J. B. Colt Co. v. Watson
Citing references are not a citator: they show that a later opinion cites this case, not whether it followed, distinguished, or overruled it. Check negative history before relying on this case.