Thompson v. Libby
Facts
Plaintiff, through his agent, and defendant executed a written agreement stating that plaintiff sold defendant all logs marked "H. C. A.," cut in the winters of 1882 and 1883, at ten dollars per thousand feet, boom scale at Minneapolis, with cash payment as scale bills were produced. In plaintiff's action for the purchase money, defendant pleaded that plaintiff had orally warranted the quality of the logs at the time of sale and that the warranty was breached. Defendant offered oral testimony to prove that warranty, and the trial court admitted it over plaintiff's objection. No claim for reformation was made, and any charge of fraud in making the sale was expressly disclaimed at trial.
Issue
When parties execute a written contract for the sale of personal property that on its face appears to be a complete expression of their agreement, may a party introduce parol evidence of a contemporaneous oral warranty of quality? More specifically, is such a warranty a collateral agreement or a term of the sale contract itself?
Rule
The completeness of a written contract is determined from the writing itself. If the writing on its face imports a complete legal obligation and does not appear to be an informal or incomplete memorandum, the law conclusively presumes that the parties reduced their entire agreement to writing, and parol evidence may not be admitted to add a term even where the writing is silent on that point. In a sale of personal property, a warranty of quality is a term of the contract of sale, not a distinct collateral agreement, and therefore cannot be added by contemporaneous oral testimony to an integrated written contract.
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