Ray v. Eurice

201 Md. 115, 93 A.2d 272 (1952)

 

RULE:

Absent fraud, duress or mutual mistake, one having the capacity to understand a written document who reads and signs it, or, without reading it or having it read to him, signs it, is bound by his signature in law. An integrated agreement may not be varied by parol evidence where there is no mutual mistake, nor may the parties place their own interpretation on its meaning or intended meaning.

FACTS:

Appellant owners entered into a contract with appellee builder for the construction of a house. Appellee submitted its specifications for the house for approval, but appellants had their own set of specifications. Appellants' specifications were integrated into the final contract that was signed by all parties. Appellee then refused to build the house according to appellants' specifications. Appellants sued for breach of contract. The trial court found for appellee. On appeal, the appellate court reversed the trial court’s judgment.

ISSUE:

Did appellee builder breach its written contract to build appellants’ house when it refused to build on the ground that the contract had failed to reflect appellee’s intended specifications?

ANSWER:

Yes.

CONCLUSION:

There was no fraud or duress in the making of the contract, and any mistake regarding which specifications were part of the contract was unilateral on appellee builder’s part. Appellant owners intended that their specifications were to be used, and that was clearly stated in the contract that integrated those specifications. Appellee signed the contract and was bound by its contents. Appellee’s actual intent was immaterial because it had agreed in writing to a clearly expressed intent to the contrary. The terms of the contract could not be varied by parol evidence, and appellee could not put its own interpretation on the unambiguous terms of the contract. Accordingly, appellee breached the contract.

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