Opinion
Opinion filed May 5, 1931.
Evidence — Parol or Extrinsic Evidence Affecting Writings — Implications as Part of Contract — Implication as to Reasonable Time for Performance of Contract — What Determines Reasonable Time — Parol Evidence Where Ambiguity of Written Contract is Patent — Improper Admission of Evidence, Admissible an Another Ground Not in Issue.
1. In action of contract on overdue promissory note, admission of parol evidence to show meaning of writing given by payee to one of makers stating that he should be released from liability on note if co-maker "leaves or is discharged" from farm, held error, any ambiguity about contract being apparent on its face.
2. When contract is so drawn that one or more of its terms are left to implication, and such implication is not external to contract, but is gathered from it, implication is as much part of contract as if set forth therein in express terms.
3. Whenever time is essential term of contract, either expressly or by implication, and is omitted or imperfectly specified therein, law implies reasonable time.
4. Contract to release one maker of note from liability thereon if co-maker, who was then working on farm, left farm or was discharged therefrom, held to mean that such would be effect if event happened within reasonable time.
5. What is reasonable time depends upon circumstances, and is usually question of fact, though circumstances may be such that question can be disposed of by court.
6. Written contract whose ambiguity is patent cannot be varied by parol, nor construed to mean anything more than its terms and implications signified.
7. That evidence improperly admitted to aid in construction of written contract whose ambiguity was patent would have been admissible on question of reasonable time, held not to cure error or to make question of its admissibility on latter ground for consideration by Supreme Court, where question was not issue at trial.
ACTION OF CONTRACT on overdue promissory note. Plea, general issue. Trial by court at the April Term, 1930, Franklin County, Sturtevant, J., presiding. Judgment for the plaintiff. The defendant Cross excepted. The opinion states the case. Reversed and remanded.
Watson McFeeters for defendant Cross.
F.L. Webster for the plaintiff.
Present: POWERS, C.J., SLACK, MOULTON, WILLCOX, and THOMPSON, JJ.
This is an action on an overdue promissory note signed by the defendants. The case was tried by the court and judgment was for the plaintiff. The defendant Cross excepted.
The findings show that, in 1928, the defendant Longway was the lessee of a farm owned by Cross for a term ending on November 1 of that year. Longway then owed the plaintiff a debt of $500, for which on October 23, 1928, he gave the note in suit. At the same time, T.J. McGovern, who was the Farmers Feed Grain Co., gave Cross a writing which provided that the latter should be released from liability on the note if "Longway leaves or is discharged from Mr. Cross' farm." It is on this agreement that Cross predicates his defense. Longway left the farm November 1, 1929, and the note fell due November 6, 1929.
Subject to objection and exception, the plaintiff was allowed to show by parol evidence certain facts and circumstances tending to show that it was the intention of the parties that the writing signed by McGovern should release Cross if Longway left the farm during the term of a renewal of the lease from November 1, 1928, to November 1, 1929, which was then contemplated by the defendants, and not otherwise. This evidence was admitted on the theory that it afforded a basis for a proper construction of the McGovern writing. And the court found the fact to be that the parties intended the writing to be so interpreted. The admission of this evidence for the purpose indicated was error.
A contract may be so drawn that one or more of its terms are left to implication. And when such implication is not external to the contract, but is gathered from it, it is as much a part of the contract as if it was set forth therein in express terms. Rioux v. Ryegate Brick Co., 72 Vt. 148, 154, 47 A. 406; Ambrosini v. Pelaggi Co., 94 Vt. 119, 123, 108 A. 916. The writing signed by McGovern is such a contract. It is quite obvious that the condition above quoted did not contemplate that Longway should occupy the farm forever. Though no time limit was therein set, it is a necessary inference that the term of the condition was to be limited in some way. Whenever time is an essential term of a contract, either expressly or by implication, and is omitted or imperfectly specified therein, the law implies that the event mentioned shall take place within a reasonable time. A reasonable time becomes an implied term of the agreement. So, here, the parties have not specified the time, and the law supplies the defect by giving effect to the contract as if it read, "If, within a reasonable time, Mr. Longway," etc. What is a reasonable time in a given case depends upon the circumstances, and is usually a question of fact, Reynolds v. Reynolds, 74 Vt. 463, 465, 52 A. 1036, though the circumstances may be such, as they were in that case, that the question can be disposed of by the court.
Whatever of ambiguity there may be about this contract is quite apparent on its face. It is much like the one involved in Hayden v. Hoadley, 94 Vt. 345, 111 A. 343. It could not be varied by parol, nor could it be construed to mean anything more than its terms and implications signified. That some or all of the evidence excepted to would have been admissible on the question of reasonable time does not affect the ruling and is not now for consideration, since that question was not an issue at the trial. Hayden v. Hoadley, supra, 94 Vt. at page 349, 111 A. 343.
Judgment reversed, and cause remanded.
NOTE. When this case was argued, it was assigned to MR. JUSTICE WILLCOX. At the February Term, 1931, it was reassigned to the Chief Justice.