Germain Fruit Co. v. J. K. Armsby Co. - 153 Cal. 585, 96 P. 319 (1908)

Rule:

If the writing imports on its face to be a complete expression of the whole agreement -- that is, contains such language as imports a complete legal obligation -- it is to be presumed that the parties have introduced into it every material item and term; and parol evidence cannot be admitted to add another term to the agreement, although the writing contains nothing on the particular one to which parol evidence is directed. The rule forbids to add by parol when the writing is silent, as well as to vary where it speaks.

Facts:

German Fruit Co. purchased a lot of dried apricots from J.K. Armsby to be resold in the markets in cities east of the Rocky Mountains. Armsby knowing such purpose, warranted said fruit to be according to certain samples delivered to German Fruit. The fruit was in Pomona and the sale took place in Los Angeles and German Fruit relied upon such samples for quality and weight (the number of boxes being given) and had no opportunity to inspect the bulk of the fruit. German Fruit paid to Armsby the full amount of the purchase price, to wit: $ 4352.25, and delivery for shipment was made f. o. b. cars at Pomona, as agreed. German Fruit, without examination, shipped the fruit to the city of Philadelphia for sale, where its representative, on inspection, discovered it to be inferior in quality to the samples shown, and light in weight. After notice to Armsby and the refusal of the latter to take any action in the matter, German Fruit sold the apricots in the market at Philadelphia for $ 3225.78 over and above the freight and usual and necessary expenses of making the sale, which was the best price obtainable for such apricots. Had the apricots been of the quality of the samples exhibited to German Fruit they could and would have been sold by it in Philadelphia for the sum of $ 4974, in excess of freight and expenses of sale. Thus, German Fruit filed a suit to recover damages for breach of warranty of quality of dried apricots sold by Armsby to it. The trial court admitted parol evidence for the purpose of establishing that the sale was made upon an express warranty by sample. The court of appeals reversed the trial court's decision, and the court adopted one of the opinions of the court of appeals as its own.

Issue:

Did the trial court err in admitting parol evidence for the purpose of establishing an express warranty?

Answer:

Yes.

Conclusion:

The contract calls for apricots, while the evidence shows and both parties admit that dried apricots were the subject of the agreement. It is conceded that this defect of description may be supplied by parol. Armsby contends that the same rule warrants the introduction of parol evidence to determine what apricots were intended to be described by lot 'A,' lot 'K,' lot 'C,' and lot 'E,' and also to identify them by sample. There is no question as to the former proposition, and in a proper case and under proper circumstances the latter would no doubt be true. For instance, if the fruit itself, the label on the box, the package, or the method of packing were peculiar, or so different in character from other fruit or packages of dried apricots, as generally prepared for market, that the sample box would serve to identify or aid in identifying the goods from which the box was taken, such evidence might be admissible for the purpose of identifying the subject-matter of the written contract. 'Lot A, 287 boxes,' does not so clearly describe the goods sold as to preclude the admission of evidence for purposes of identification, if necessary. No effort, however, was made to show such circumstances as would warrant the introduction of the samples or the testimony in relation thereto upon this theory. If the facts had been such as to make the evidence proper upon this theory alone, the purpose of its introduction should have been limited so as to exclude its consideration in connection with the question of warranty of quality. On the contrary, the very purpose of its introduction was apparently to add to the written contract of sale another term, a parol warranty of quality by sample.

The court permitted the introduction of parol evidence as to sample and applied it on the theory that it was competent proof of a warranty. It expressly found such a warranty, and the judgment for damages rests upon its breach. There is no other evidence to support the finding, except the inferences to be drawn from the contract. This was a receipted bill showing on its face words and figures, which taken with German Fruit’s explanation of them served to corroborate German Fruit’s testimony that the sale was made by sample. Alone, it was insufficient as evidence in writing to justify a finding to that effect. The finding and judgment therefore rest on the parol evidence. It is urged by respondent in support of the court's action, that an ambiguity or uncertainty appearing in the language of the instrument by the use of the terms 'Lot A, 287 boxes,' etc., the matter is open for explanation by parol evidence; and, that such ambiguity or uncertainty may as well be removed by showing the term was intended to mean 'according to sample A,' as by showing that it was intended to mean some certain pile of 287 boxes marked 'A,' or designated as 'A' in some other manner for purposes of description or identification. In other words, that the term being ambiguous there is no good reason why such ambiguity may not be resolved upon the assumption of an ambiguity in expressing the warranty as well as upon the theory of an ambiguity in description. There is much weight in this contention. However, the law permits no new term to be introduced into a written contract by parol, while it does permit such evidence for the purpose of making certain an ambiguous description or for purposes of identification. To hold that the words, 'Lot A, 287 boxes,' considered either in their ordinary use or as used in a commercial way, relate to warranty rather than identification would do violence to the use of language. It would amount to what the rule does not permit even in cases of description, the supplying by parol of something not expressed in the instrument in any manner. Neither the grammatical construction of the language used in the contract nor the definition given to the word 'lot' by the lexicographers justifies attributing to it a meaning which imports quality or warranty. While from the parol evidence introduced the inference may be drawn that the parties intended the sale should be on a warranty by sample, the Court cannot permit any bias or knowledge of the fact to lend weight to the construction of the instrument. Admitting that such was the intention, an examination of the writing shows that if this were the case there was an entire failure to embody such intention in the contract. The language used was unfit and inappropriate to express a warranty of quality by sample or otherwise, being language importing description and identity only. 'Lot' is not an ambiguous word of warranty, but a word used solely to describe and identify. All definitions of the word display its derivation from 'share, portion or parcel.'