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Yvette Violette vs. Charles E. Rice & others

Massachusetts Supreme Judicial Court1899-03-03
173 Mass. 82

Summary

Holding. The court affirmed the lower decree, holding that evidence of an oral agreement to limit a general employment contract to a specific theatrical role was properly excluded because such evidence would improperly contradict and alter the normal meaning of the written contract's language.

Yvette Violette sued to recover property allegedly transferred fraudulently and claimed breach of an employment contract to perform a specific theatrical role in a play called Excelsior Junior. The written contract engaged her to render services at theaters generally and incorporated rules of the Rice Burlesque Companies by reference, including a provision allowing the manager to assign parts at his discretion. Violette sought to introduce evidence at trial that the parties had orally agreed the generic term "services" actually meant services in the specific role of Bertha Gessler.

The court rejected this evidence, holding that once a party signs a written contract containing general language, she is bound by that language according to its normal meaning. The court explained that allowing oral testimony to alter the ordinary sense of written words would undermine the stability of contracts and expose written documents to unreliable contradictory accounts. Although the parties may present evidence of surrounding circumstances or trade usage to clarify ambiguous terms, they may not introduce testimony purporting to show that specific individuals intended particular words to mean something abnormal or contrary to their plain import.

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

Key issues

  • Whether parol evidence may be used to change the ordinary meaning of general contract language
  • Whether a party signing a contract is bound by incorporated rules not explicitly set forth on the face of the instrument
  • The distinction between evidence of trade usage or surrounding circumstances versus evidence of parties' subjective intent to assign abnormal meanings to words

Procedural posture

The plaintiff appealed from a decree in an equity action seeking to reach property allegedly conveyed in fraud and to recover damages for breach of an employment contract.

Authorities cited

No cited authorities resolved to law.co cases yet.

Opinion

majority opinion

Holmes, J.

This is a bill in equity to reach and apply property which is alleged to have been conveyed in fraud of the plaintiff, claiming damages for a breach of contract to employ the plaintiff in the part of Bertha Gessler in a play called Excelsior Junior. The contract was in writing, and engaged the plaintiff in general terms “ to render services at any theatres,” etc., the plaintiff agreeing “ to conform to and abide by all the rules and regulations adopted by said Edward E. Rice for the government of said companies.” On the back of the contract, which seems to have been put in by the plaintiff, were “ Rules of the Rice Burlesque Companies,” one of which was, “ No person shall . . . refuse a part allotted to him or her by the manager” on certain penalties, including discharge at the option of the manager. These rules were not set out in the copy of the contract annexed to the bill and admitted by the answer, but no objection seems to have been madé on this ground, and, if any objection had been made, of course an amendment to the answer would have been allowed. At the hearing, evidence was taken de hene that at the time of signing the contract it was agreed that the general word “services” meant services in the particular part named. This evidence ultimately was rejected, and the only question is whether it should have been admitted.

We are of opinion that the evidence could not be received. The plaintiff accepted the defendants’ rules by signing the contract, whether she knew them or not. It is not a question here whether an indorsement upon a contract, not referred to upon the face of the instrument, is part of the contract by virtue of the indorsement alone. The plaintiff expressly adopted any rules which there might be, within the reasonable import of the name, even though not set out in the contract, and if she adopted them in the dark she was bound none the less. See Lehigh Valley Railroad v. Snyder, 27 Vroom, 326.

With or without the rules, the engagement to render services expressed a general employment, which could not be limited to a single part without contradiction. For to give evidence requiring words to receive an abnormal meaning is to contradict. It is settled that the normal meaning of language in a written instrument no more can be changed by construction than it can be contradicted directly by an avowedly inconsistent agreement, on the strength of the talk of the parties at the time when the instrument was signed. Black v. Bachelder, 120 Mass. 171. Flynn v. Bourneuf, 143 Mass. 277, 278. Chemical Electric Light & Power Co. v. Howard, 150 Mass. 495. Goode v. Riley, 153 Mass. 585, 586. Poole v. Massachusetts Mohair Plush Co. 171 Mass. 49, 52. Grimston v. Cuningham, [1894] 1 Q. B. 125. When evidence of circumstances or local or class usage is admitted, it tends to show the ordinary meaning of the language in the mouth of a normal speaker situated as the party using the language was situated, “ but to admit evidence to show the sense in which words were used by particular individuals is contrary to sound principle.” Drummond v. Attorney General, 2 H. L. Cas. 837, 863. “ If that sort of evidence were admitted, every written document would be at the mercy of witnesses that might be called to swear anything.” Nichol v. Godts, 10 Exch. 191, 194. To similar effect, Shaw, C. J., in Brown v. Brown, 8 Met. 573, 577. Tymason v. Bates, 14 Wend. 671, 675. The case of Keller v. Webb, 125 Mass. 88, goes a good way, but was not intended, we think, to qualify the principle settled by the earlier and later Massachusetts cases, some of which we have cited. In that case evidence of conversation was admitted to show that “ casks ” in a written contract meant casks of a certain weight. It was assumed that the contract meant casks of some certain weight, but did not state what, and thus that the evidence supplemented without altering the written words. A similar explanation applies to Stoops v. Smith, 100 Mass. 63. The other cases cited do not need particular notice. Decree affirmed.