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Standard Box Co. v. Mut. Biscuit Co. - 10 Cal. App. 746 (Dist. Ct. App. 1909)

Rule:

Where the contract appears to be merely an incomplete memorandum, or to be partly in writing or partly in parol, extrinsic evidence is admissible to show what the mutual stipulations were. But this is true only as to such matters concerning which the written memorandum is silent or as to which terms are used which import ambiguity or uncertainty -- i. e., which on their face admit of doubt as to what the parties meant by their use. Whatever the law implies from a contract in writing is as much a part of the contract as that which is therein expressed; and to the extent that the contract, with that which the law implies, is clear, definite and complete, it cannot be added to, varied or contradicted by extrinsic evidence.

Facts:

Plaintiff seller filed an action for goods, wares, and merchandise sold and delivered to defendant buyer by the plaintiff. Plaintiff gave the buyer an option to purchase the goods at a certain price for the period of one year following the expiration of the current contract. The buyer sought to accept the option 10 months later. When plaintiff delivered the goods and sought payment at the current market price, the buyer refused to pay the current market price, arguing that it had accepted the option to purchase the goods at the stated price. The jury returned a verdict in favor of the seller, and the trial court denied the buyer's motion for a new trial. Defendant appealed.

Issue:

Did the trial court err in excluding the parol testimony of the defendant buyer?

Answer:

No.

Conclusion:

The court affirmed and ruled that the option was silent as to the time of acceptance, so the buyer must have accepted the option within a reasonable time. The court found that the acceptance after 10 months was not reasonable, and the conditions in the area had so changed as to greatly increase the market value. The trial court correctly excluded the buyer's parol testimony that the buyer and seller had orally agreed that the buyer would have one year to accept the option, as the reasonable time could not be extended by parol evidence.

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