In order to ascertain the intention of the parties, the court may take into consideration the surrounding circumstances, the situation of the parties, the objects they apparently have in view, and the nature of the subject-matter of the agreement.
Following an unfavorable arbitration award in a proceeding under the Act of 1927, 5 P.S. § 161 et seq., and the holding of funds in escrow, appellant buyer sought judicial review of the arbitrator's decision.
If the financial condition on the date of purchase was less favorable than that reflected in the seller company's previous financial statement, is the buyer entitled to reimbursement out of the escrow fund for the amount of the deficiency?
On appeal, the court affirmed the judgment of the lower court, which affirmed the arbitration award in favor of appellee sellers. The court held that appellant's extrinsic evidence was intended to prove that the actual agreement between the parties was contrary to the written agreement. Therefore, the court held that the exclusion of such evidence was eminently proper under the circumstances. The court held that the language employed by the parties was manifestly indicative of what was intended and the meaning of the agreement, free as it was of ambiguity and doubt, and the language was to be determined by what the agreement stated. Finally, the court held that the parties carefully and scrupulously delineated between appellee sellers' undertakings which were intended to be "warranties" and those which were intended to be "conditions."