Hildreth v. Hartford, M. R. Tramway Co. , 73 Conn. 631 ( 1901 )

The record before us shows that the parties to this action entered into an agreement and reduced that agreement to writing. By the terms of that writing the plaintiffs contracted to build and complete a line of electric railway from the village of Talcottville in the town of Vernon to and into the city of Rockville, according to certain specifications attached to and made a part of the writing. These specifications required the plaintiffs to furnish first-class material and workmanship in every particular and to provide for a complete piece of work; and declare that the specifications shall be regarded as including everything necessary to obtain that result. This language of the specifications is twice repeated. The plaintiffs have completed the said line of railway, and the defendant has paid the stipulated price.

In this action the plaintiffs seek to recover for the grading mentioned in their bill of particulars, because, as they say, it was work not called for by their agreement, but was extra work, outside of and not included in the written agreement. The defendant, on the other hand, insists that all the grading was required by the written stipulations of the agreement. To support their contention the plaintiffs upon the trial in the Superior Court offered certain parol evidence which they said that court ought to receive, and to consider the facts thereby proven in the construction of their said writing. They said that if these facts were considered, it would clearly appear that the grading charged in their bill was not included in their agreement, but was extra work. The court refused to admit this evidence. The plaintiffs now say this was error. If this ruling was correct, then the other errors assigned become unimportant.

The law is very firmly settled that "when parties have deliberately put their engagements into writing, in such terms as import a legal obligation, without any uncertainty as to the object or extent of such engagement, it is conclusively presumed that the whole engagement of the parties, and the extent and manner of their undertaking, was reduced to writing; and all oral testimony of a previous colloquium between the parties, or of conversation or declarations at the time it was completed or afterwards, as it would tend, in many instances, to substitute a new and different contract for the one which was really agreed upon, to the prejudice, possibly, of one of the parties, is rejected. In other words, as the rule is now more briefly expressed, `parol contemporaneous evidence is inadmissible to contradict or vary the terms of a valid written instrument.'" As to the words in which a written obligation is expressed, this rule is never departed from. The parties having constituted the writing to be the only outward and visible expression of their meaning, no other words are to be added to it or substituted in its stead. 1 Greenl. on Ev. §§ 275, 277, 282, 286, 288; Galpin v. Atwater, 29 Conn. 93, 97; Beard v. Boylan, 59 id. 181; Jackson v. Alsop, 67 id. 249, 252.

Where language is used in any written instrument which in its primary meaning is unambiguous, and in which that meaning is not excluded by the context, and is sensible with reference to the extrinsic circumstances in which the parties to the instrument were placed at the time the writing was made, such primary meaning must be taken conclusively to be that in which the parties used it; such meaning in that case conclusively states the intention of the parties, and no evidence is receivable to show that in fact the parties used the language in any other sense, or had any other intention.Benedict v. Gaylord, 11 Conn. 332; Elliott v. Weed, 44 id. 19, 23; Shore v. Wilson, 9 Cl. Fin. 355, 525; Whart. on Ev. § 936.

It is true that in many instances parol testimony is received in connection with a written instrument; but this is done always to enable the court to understand the meaning of the words the parties have used, never to change, vary or contradict them. In other words, parol evidence may be received to enable the court to identify the persons and things to which the instrument refers. Bank of New Zealand v.Simpson, L. R. (1900) App. Cas. 182.

The parol evidence offered in the present case was not for the purpose of aiding the court to identify any person or thing referred to in the contract, but for a very different one. The contract was made on the 26th day of June, 1897. The words and expressions in it are all used in their plain, ordinary and common meaning. There is no ambiguity or uncertainty in the contract in this respect; nor is there any doubt as to the subject-matter of the contract. It was the building and complete construction of a certain line of electric railway therein mentioned. From the questions asked and the statement of counsel, it would appear that the parties had been in treaty in respect to the building of this railway for several weeks before the contract was executed; that on the 29th day of April, 1897, the parties had a meeting at which certain negotiations were had, partly oral and partly in writing. The plaintiffs made a proposition to the defendant, and the defendant, by a vote, agreed to accept it. But no contract was that day entered into. At that meeting some of the persons had a map and a profile of the proposed railway, and these were discussed; certain computations according to this profile were made or were talked about by the plaintiffs and the engineer of the defendant, and the amount of grading that would be required. The parties separated and took further time for deliberation. They had abundant opportunity to make other or further inquiry and examinations of the proposed route, or to have other negotiations. Two months afterwards they again met and executed and delivered the contract on which this suit is brought.

The parol testimony offered by the plaintiffs was to prove some things that were said and done at that meeting between the parties on the 29th day of April. This was offered for the purpose of putting a construction on the written contract made two months afterwards; that is, to show that the amount of grading which the plaintiffs had by their contract agreed to do was not the whole amount required to make "a complete piece of work," and which they had in fact done, but a much less amount.

We think this evidence was inadmissible. The ruling of the court was clearly correct. There was before that court a case in which the parties without haste, indeed after quite extended and deliberate examination and negotiation, had made a written contract. There was no doubt or ambiguity as to the subject-matter of the contract. Fraud was not even suspected. There was not a word in the writing nor an expression which was used with any other meaning than its plain and common one. Under such circumstances there could be no other rule than that the writing must be taken, and taken conclusively, to be the final expression of the intention of the parties. This was the rule which the court applied. Averill v. Sawyer, 62 Conn. 560; Caulfield v. Hermann, 64 id. 325; Hills v. Farmington, 70 id. 450; HartfordBldg. Loan Assn. v. Goldreyer, 71 id. 95.

The other assignments of error are immaterial.

There is no error.

In this opinion the other judges concurred.