Evidence, Extrinsic affecting writing. Contract, In writing. The position on the paper of words written in an order for goods may create such an ambiguity as to render oral evidence admissible to explain the meaning of the instrument.
At the trial of an action by one broker against another for an alleged breach of a contract to receive and pay for cotton waste, it appeared that, after a telephone conversation between the parties relating to the sale of the waste by the plaintiff to the defendant, the plaintiff wrote to the defendant a letter purporting to confirm the contract, and the defendant for the same purpose delivered to the plaintiff a purchase order signed by him containing three items, each occupying a line. The first two items were for twenty-five thousand pounds of waste at a specified price. Under them at the left side of the paper was an item of two hundred bales, and opposite it at the right side of the paper were the words "To Be shiped about 25000 monetly." On the next line of the order and near the middle of the paper, standing alone, were the words "if desired." On the same line with them and under the words, above described, at the right side of the paper were other words descriptive of price and quality. Held, without deciding that the plaintiff's letter and the defendant's order constituted a contract between the parties, that it could not be ruled as a matter of law that the words "if desired" related only to the time of shipment, and that there was enough of doubt and uncertainty as to their meaning to warrant the admission of evidence to explain them and to require the submission of the question of their meaning to the jury.
CROSBY, J.
This is an action for damages for the alleged breach of a contract by the defendants because of their refusal to accept and pay for two hundred bales (one hundred thousand pounds) of cotton waste or screen.
The plaintiff and the defendants had a conversation by telephone relating to the sale by the plaintiff to the defendants of the cotton waste on May 24, 1911, and there was evidence to show that as a result of this conversation and as confirmatory of the oral agreement between the parties a written order was sent by the defendants to the plaintiff and a letter was sent by the plaintiff to the defendants. The order and letter, each being dated May 24, 1911, include a purchase and sale of one hundred bales of waste or screen in addition to the two hundred bales which are the subject of the present action.
The case seems to have been tried by both parties upon the assumption that whatever oral contract had been made between them was merged in the letter and the order above referred to. The bill of exceptions states that "the issue tried was with reference to these two hundred bales under the third item of said order." The judge in his charge to the jury refers to the order and letter as confirming the contract entered into originally by telephone, with the apparent acquiescence of both parties. Under the circumstances, we treat the order and letter as constituting a valid contract, it having been so considered by the parties and the presiding judge. No question as to the statute of frauds arises, and it is not in issue under the pleadings. The principal, if not the only question raised by the bill of exceptions which has not been expressly waived by the defendants relates to the proper construction of the words "if desired," in the written order of May 24, sent by the defendants to the plaintiff and accepted by the plaintiff in his letter of the same date.
The plaintiff contended, and the trial judge ruled in substance, that these words related solely to the time of shipment, and that the order was not to be construed as an option. The judge refused to rule that the contract was ambiguous and declined to submit the question to the jury as to whether the words "if desired" related to the time of shipment or gave the defendants the option of accepting or declining to take the two hundred bales as they might elect.
The defendants contended that the words used constituted an option to purchase, or at least that the contract was ambiguous, and that extrinsic evidence was admissible to explain its meaning as used by the parties.
It is well settled that the construction of a written contract which is plain in its terms and free from ambiguity presents a question of law for the court; and to leave the interpretation of such a contract to a jury would be manifest error. On the other hand it is a familiar principle that where a contract is so expressed as to leave its meaning obscure, uncertain or doubtful, evidence of the circumstances and conditions under which it was entered into are admissible, not to contradict, enlarge or vary its terms by parol, but for the purpose of ascertaining the true meaning of its language as used by the parties. Strong v. Carver Cotton Gin Co. 197 Mass. 53. Sleeper v. Nicholson, 201 Mass. 110. Jennings v. Puffer, 203 Mass. 534.
When the words "if desired" are considered in interpreting the meaning of the order, especially in view of the physical position in which they appear upon the order, we are of opinion that it could not be ruled that these words related only to the time of shipment of the waste, as matter of law, but that there was enough of doubt and uncertainty as to their meaning, and consequently of the construction of the contract as a whole, to require the submission of the question to the jury; and that evidence of the conditions and circumstances under which the contract was made and of the facts to which it related should have been admitted so far as they had a legitimate bearing upon the proper interpretation of the language used.
We do not decide whether the order and letter constitute a contract between the parties. See Lyman B. Brooks Co. v. Wilson, 218 Mass. 205.
Because of the exclusion of evidence of this character offered by the defendants, and because of the ruling that the contract did not constitute an option and that it was not ambiguous and therefore that its interpretation was not for the jury, the entry must be
Exceptions sustained.