Opinion
February Term, 1891.
Contract — Construction — Province of the Jury and the Court — Instructions.
1. Where the terms of a contract are fixed, the court and not the jury is its proper interpreter.
2. In an action for the price of a certain lot of shoes, the defense was that they were not delivered at the time agreed on, the agreement being that the defendant bought the goods upon plaintiffs' promise to have them at a fixed place in two weeks, so the instruction of the court that the jury must inquire what was meant by it was error.
MERRIMON, C. J., dissented.
(450) ACTION, tried on appeal from a justice by Armfield, J., at Spring Term, 1890, of BERTIE.
D.C. Winston for plaintiffs.
F. D. Winston (by brief) for defendants.
The plaintiffs brought this action in the court of a justice of the peace to recover the price of certain goods — shoes — sold by them to the defendants. The latter denied the allegations of the complaint, and alleged that, by a special agreement, the plaintiffs promised to sell and deliver to them certain shoes at their place of business within a time specified, which they failed to do; that they were not bound to receive the shoes, and did not do so, etc.
On the trial in the Superior Court the plaintiffs produced evidence tending to prove their cause of action as alleged by them.
One of the defendants testified in their own behalf, among other things, as follows: "About the last of February, 1889, A. R. Benton, representing the plaintiffs, came to my store in Aulander, and, after some conversation, I agreed to buy of him a bill of shoes upon his promise to have them in Aulander in two weeks. That was the main inducement to the bargain. Without this promise I would not have taken the goods. I had a contract to fill within two weeks. Plaintiffs sent me an invoice of the goods and shipped them, which I have. I also took down a memorandum of the order given Mr. Benton. I have that memorandum."
The court having directed the attention of the jury to the evidence and view of the case favorable to the plaintiffs, instructed them further as follows:
"But the defendant contends that, at the time he purchased of plaintiffs' agent, there was an express bargain and agreement that the goods should be delivered at his house in two weeks. This the plaintiffs deny. But if you should believe that this agreement and bargain were made, then you must inquire and determine what was meant and understood by it by the parties making it. Did it mean that the plaintiffs (451) were to insure, at all events, the delivery by the transportation company of the goods in two weeks, and that in failure of such delivery in two weeks the sale was to be void at the option of the defendant, and he might return the goods to plaintiffs? If so, plaintiffs are not entitled to recover.
"But if it meant that plaintiffs were to use all due diligence in forwarding the order, in packing and shipping the goods by the common carrier, and plaintiffs did all these things, then plaintiffs are entitled to recover the bill and interest, as before stated."
The defendant excepted upon the ground that "the court erred in leaving the interpretation of the contract to the jury." There was a verdict and judgment for the plaintiffs, and the defendants appealed to this Court.
"Where a contract (says Judge Gaston in Young v. Jeffreys, 20 N.C. 357), is wholly in writing, and the intention of the framers is by law to be collected from the document itself, then the entire construction of the contract — that is, the ascertainment of the intention of the parties, as well as the effect of that intention, is a pure question of law; and the whole office of the jury is to pass on the existence of the alleged written agreement. Where the contract is by parol (that is, oral) the terms of the agreement are of course a matter of fact, and if those terms be obscure, or equivocal, or are susceptible of explanation from extrinsic evidence, it is for the jury to find also the meaning of the terms employed; but the effect of a parol agreement, when its terms are given and their meaning fixed, is as much a question of law as the construction of a written agreement."
In speaking of oral contracts, Nash, J., remarks, in Festerman (452) v. Parker, 32 N.C. 474, that "if there be no dispute as to the terms and they be precise and explicit, it is for the court to declare their effect." See also Rhodes v. Chesson, 44 N.C. 336; Pendleton v. Jones, 82 N.C. 249.
"Unless this were so (says Parke, B., in Neilson v. Harford, 8 M. W., 806) there would be no certainty in the law; for a misconstruction by the jury cannot be set right at all effectually." We are sure that the learned judge was entirely familiar with the above principles, but we think that they were not properly applied in the present case.
The terms of an oral contract must necessarily be ascertained from the testimony of the witnesses, and it is the duty of the court to instruct the jury as to the law applicable to the various phases arising upon such testimony. But where the court presents to the jury a particular view of the facts, and this embodies the terms of a contract which are in themselves precise and explicit, the court should declare their legal effect, and it would be error to leave this to be determined by the jury. In such a case the rule is the same as if the contract were in writing. After charging the jury upon the testimony of the plaintiffs, his Honor presented the contention of the defendants, which was founded upon the evidence of one of their number as follows: "I agreed to buy of him (the agent of plaintiffs) a bill of shoes upon his promise to have them in Aulander in two weeks." According to the defense this was the entire agreement as to the shipment and delivery, and it is not varied in any manner because it induced the defendant to purchase the goods. It was the contract resulting from the "express bargain and agreement" that formed the inducement, and it is this contract alone that was to be interpreted. The language used is clear and precise. It is not unusual or equivocal, nor does it involve any scientific exposition by experts, nor is it doubtful in the sense that it may be explained by evidence (453) of usage or other extraneous circumstances. If the language, being thus free from ambiguity, leaves the meaning of the parties in doubt, it is the duty of the court, and not the jury, to determine its legal effect; and if no definite meaning can be attached to such language, then it is the duty of the court to so hold. Silverthorne v. Fowle, 49 N.C. 362. His Honor, after stating the terms of the contract, instructed the jury that if such was the contract, they must further inquire and determine what was meant and understood by it by the parties making it. Now, the charge assumes that the terms of the contract are ascertained, but at the same time leaves its interpretation to the jury. The court should have interpreted this meaning according to the terms of the assumed contract, and not according to absent terms incorporated into the same by what the jury were to infer was the meaning of the parties. In this we think there was error.