JOHN McLOONE and Another v. CHARLES J. H. BRUSCH

Minnesota Supreme Court1912-11-01No. Nos. 17,818—(138)

119 Minn. 286

Summary · law.co

Holding. The written purchase order was not a complete contract on its face, and evidence of the oral warranty was properly admitted; the trial court's judgment for the defendant was affirmed.

A buyer sought to recover the purchase price of a corn shredder from the seller under a written purchase order. The seller defended by claiming he had received an oral warranty at the time of purchase that the shredder was sound, and that the shredder breached this warranty, causing him damages. The parties stipulated that if evidence of the oral warranty was admissible despite contradicting the written order, judgment should be entered for the seller; if inadmissible, judgment should be entered for the buyer. The trial court admitted the evidence and directed a verdict for the seller, leading the buyer to appeal the denial of a new trial.

The appellate court examined whether the written purchase order constituted a complete and final contract that would bar introduction of parol (oral) evidence. The court acknowledged conflicting precedent but elected to follow its more recent decisions, which permit parol evidence to supplement written orders for goods when circumstances indicate the parties did not intend the writing to be their entire agreement. Applying this rule, the court concluded the purchase order was not facially complete and the oral warranty evidence was properly admitted.

Summary generated by law.co from the public-domain opinion. The opinion text itself is public domain.

Key issues

Whether a written purchase order for goods constitutes a complete contract barring parol evidence
Admissibility of oral warranties that modify or supplement written sales orders
Interpretation of parties' intent regarding the finality of written purchase orders

Procedural posture

The buyer appealed from an order denying a new trial after the trial court directed a verdict in favor of the seller based on admission of parol warranty evidence.

Authorities cited

No cited authorities resolved to law.co cases yet.

Opinion · public domain

majority opinion

Brown, J.

Action to recover the purchase price of a corn shredder, in which defendant had a verdict, and plaintiff appealed from an order denying a new trial.

The action was founded upon an instrument in the following language, namely:

“Waseca, Minn. Oct. 14, 1910.

“The undersigned orders of McLoone, Priebe & Company of Waseca: One two-roll Adams Corn Shredder, complete with cutter head, for the sum of one hundred sixty dollars ($160.00), terms thirty (30) days, this shredder to be f. o. b. factory.

“Charles J. H. Brusch.”

Defendant interposed in defense an oral warranty of the soundness; of the shredder, made at the-time the order therefor was given, a breach thereof and resulting damages. When the cause came on for trial in the court below the parties entered into a stipulation to the effect that, if evidence of the alleged parol warranty was admissible,, over plaintiff’s objection that it would vary and add to the written-contract; a verdict • should be by the court directed in defendant’s-favor; and that if sxich evidence was held inadmissible a verdict should be directed for. plaintiff for the purchase price of the machine.. The trial court held the evidence admissible and, in harmony with the-stipulation, directed a verdict for . defendant. Plaintiff appealed from an order denying a new trial.

The only question presented on this appeal is the correctness of The ruling of the trial court under the stipulation. In other words, whether the order, set out in full above, is a complete contract between the parties to which the rule excluding parol evidence modifying or adding to its provisions applies.

The question is not, from the standpoint of previous decisions of The court, entirely free from doubt. Within the rule applied in Wemple v. Knopf, 15 Minn. 355 (440); Kessler v. Smith, 42 Minn. 494, 44 N. W. 794; and American Mnfg. Co. v. Klarquist, 47 Minn. 344, 50 N. W. 243, the evidence would be inadmissible. In each of those cases the court had before it a written order for the shipment of the goods, which was either formally accepted in writing or by the .shipment of the property ordered, and it was held that the order con•stituted a complete contract which could not be added to by parol. On The other hand, in Boynton Furnace Co. v. Clark, 42 Minn. 335, 44 N. W. 121; Phoenix Pub. Co. v. Riverside Clothing Co. 54 Minn. 205, 55 N. W. 912; Aultman, Miller & Co. v. Clifford, 55 Minn. 159, 56 N. W. 593; Potter v. Easton, 82 Minn. 247, 84 N. W. 1011; Hand v. Ryan Drug Co. 63 Minn. 539, 65 N. W. 1081, a parol modification was permitted. The first three of the cases just referred to involved an order for goods for all practical purposes identical with the order in the case at bar, and it was held that the orders were not complete upon their face and a parol warranty was admitted. The other two citations involved the same question, and parol evidence in modification was held properly admitted by the trial court. , No attempt has been made to distinguish the cases referred to, and we make no effort in that direction at this time. We follow and apply the rule of the later decisions, and hold, in the language of the Chief Justice in Potter v. Easton, supra, that it is manifest that the parties did not intend the order in question as a complete expression of their contract, and evidence of the parol warranty was admissible. Of course the negotiations, facts and circumstances surrounding the giving of .an order of this kind might lead to the conclusion that the whole contact was intended by the parties to be expressed in the order. But the negotiations leading up to this order are not disclosed by the record; the evidence, if any was taken on the trial below, is not returned. ■

Order affirmed.