Fisher v. Deibert's Administrators , 54 Pa. 460 ( 1867 )

The opinion of the court was delivered, by

Thompson, J.

A writing may be reformed on account of fraud, accident or mistake. That is to say, where something has been inserted or omitted contrary to the true meaning and intent of the contracting parties, parol proof may be admitted to correct the error, whether it comes under one or the other of these heads.

So parol proof is sometimes admitted to explain latent ambiguities, local terms and terms of art in writings; but it may be safely asserted that there is no ground for, and no case of, its admissibility where none of these reasons exist. In all cases, with the exceptions above mentioned, writings must speak for themselves through the rules of interpretation which the law requires courts to employ. Opinions of witnesses as to what contracts mean which stand clear of such exceptions, are never heard, nor thé construction the parties may have supposed to be proper for the instrument where the instrument is free from ambiguity, local terms, or terms of art. The declarations of the parties as to the construction of the papers, was what was proposed to be proved, without a pretence that any word or sentence agreed upon were omitted, or any improperly inserted. In Foster v. Fox, 4 Barr 119, the scrivener who drew the agreement was called to prove what it was supposed to mean when entered into. This was held to have been properly excluded by the court below. To the same principle is Cummings v. Miles, 7 Harris 287, and Heilner v. Worrall, 2 Wright 376. In Greenleaf’s Evidence, vol. 1, § 395, the rule is thus slated: “ If, therefore, a contract is made in ordinary and popular language, to which no local or technical and peculiar meaning is attached, parol evidence it seems is not admissible to show that, in that particular case, the words were used in any other than their ordinary and popular sense.” See also, §§ 277 and 278. The exclusion of that portion of Tower’s testimony forming the 1st bill of exceptions was not error. The cases referred to by the counsel for the plaintiffs in error, do not sustain them, we think; they apply to cases of error or omissions generally resulting from fraud, accident or mistake, and the parol proof was of facts, not opinions, to reform them. But in truth I think the testimony, if it had been received, would have made no impression on the written contract. That provided that if Fisher should sell any portion of the land sold to him by Deibert, within two years, he should “ out of the proceeds,” either pay Deibert, or give him such paper as he should receive from the buyer endorsed by him, to be applied by Deibert to Fisher’s note. The witness says the contract being unusual, he asked if they understood it, and then he explained, “ It gives Mr. Fisher,” he said, “ the power to sell the land for any price he pleases, and for cash or on time, and in just such time as he thinks proper ; and with interest or without interest, just as he pleases ; and if he sells on time, you are to take from him just such paper as be gets.” Both assented to this, he says, as their understanding of the meaning of the contract. Does not this leave the contract just as the writing expressed it, on this material point in the case ? The defendants in error concede the contract to be, that the intestate was to take such paper as the defendant below might take on a sale, if he did not sell for cash within two years, and being endorsed by him, to be applied upon his note. But how ? At its value or at its face ? The parol testimony is not'different on this precise point from the writing.

The testator declared that he understood the contract to be that he was to take such paper and apply it to defendant’s indebtedness, at any time within the two years — the writing says the same thing. Neither says whether it was to be taken at its face or at its present value. That is left to construction in either case. The result would, on this point, have been the same whether the testimony was in or out.

It is to my mind very clear that the true meaning of the writing was as the court below held it. Any other construction would be unreasonable. If the paper was to be taken at its face as payment of the note,.its actual extinguishment might be almost indefinitely postponed. Thus it might become a matter of indifference to Fisher whether he took long or short paper; paper due in one or two years with interest or without interest. Such a construction would be most unreasonable and unconscionable, and to justify it, the terms should have been much more explicit than they are. On the other hand, to hold the agreement to be, to apply such paper as the defendant might sell the property for to the note at its present value, would insure the best endeavors of the vendee to get as short paper as possible. The shorter the paper the more would it be to the advantage of both parties. No other interpretation of the contract would consist with rational action on part of either buyer or seller.

The provision in the stipulation in regard to interest was obviously intended to benefit Deibert. The note of Fisher was not to bear interest during the time it had to run, but if he sold for paper bearing interest within this period, he was to give Deibert the benefit of it.

A strong reason for this was, no doubt, that Deibert was not to get interest or dispose of the note of Fisher during the two years. Promises were doubtless made to reciprocate these advantages, and one of them was probably this promised interest.

As to the supposed miscalculation of the interest in computing the amount to be paid plaintiff in paper; if there was any error, it was so small that it may be disposed of on the principle of cle minimis.

Judgment affirmed.