Appeal, No. 251, March T., 1954, from judgment of Court of Common Pleas of Allegheny County, July T., 1949, No. 666, in case of International Milling Company v. Hachmeister, Inc. Judgment reversed.
John A. Metz, Jr., with him Charles L. Cunningham, Metz, McClure, Hanna & MacAlister and Stonecipher & Cunningham, for appellant.
Frank L. Seamans, with him Frank B. Ingersoll, Robert M. Jacob, and Smith, Buchanan, Ingersoll, Rodewald & Eckert, for appellee.
Before Stearne, Jones, Chidsey, Musmanno and Arnold, JJ.
OPINION BY MR. JUSTICE JONES
This appeal grows out of an action of assumpsit instituted by the plaintiff seller for the recovery of damages allegedly sustained through the defendant buyer's breach of contracts for the sale and purchase of wholesale quantities of flour. At the conclusion of the trial, the learned trial judge directed a verdict for the plaintiff for a specific sum of money. Subsequently, the court en banc (one judge dissenting) denied the defendant's motion for a new trial. From the judgment entered on the verdict, the defendant took this appeal. The members of the court who sat for the argument of the appeal are unanimously of the opinion that the case involves material issues of fact which it is the jury's province to resolve. The judgment must, therefore, be reversed and a new trial ordered.
Despite the voluminous record (the pleadings alone, with exhibits, take up 151 pages of the printed record), the principal question of law involved is a
narrow one. Did the specifications for the flour, which the defendant sought to prove the plaintiff had breached, violate the parol evidence rule by ascribing to the agreement of the parties matter which their integrated contracts did not contain? The court below answered "Yes" and accordingly ruled out the buyer's defense on the merits. We think that was plainly error.
The plaintiff (seller) and the defendant (buyer) executed five identical contract forms for the sale and purchase of specified quantities and qualities of flour to be milled by the seller. The forms were the uniform flour contract form for the milling and baking industries as approved by the Millers' National Federation and the American Bakers' Association. The contract forms, as executed by the parties, were severally dated September 11, 1947, October 13, 1947, November 12, 1947 (two), and February 9, 1948, and each concluded with the printed provision that "This Contract constitutes the complete agreement between the parties hereto; and cannot be changed in any manner except in writing subscribed by Buyer and Seller or their duly authorized officers." According to the averments and testimony of the defendant, the contract forms did not fully or correctly reflect the whole of the understanding of the parties at the time of their execution and that a material provision was deliberately omitted therefrom at the seller's insistence but with the understanding standing that it would be separately agreed to by the seller by way of a contemporaneous letter from the seller to the buyer which was transmitted.
Negotiations between the plaintiff and the defendant looking to the sale and purchase of flour culminated in a meeting of authorized representatives of both the seller and the buyer in the offices of the latter at Pittsburgh on September 11, 1947. Agreement
between the parties was substantially reached at that time. The buyer's president there stated that the written specifications prescribed by the American Institute of Baking, of Chicago, Illinois, for flour intended for human consumption should be incorporated in the contracts. The seller's representative replied that this could not be done since "these milling contracts ... are uniform all over the country and they didn't want to violate the normal contract." He suggested, however, that when he and his co-representative of the seller returned to Detroit they would write a letter tying in the buyer's specifications in its subsequent purchase orders and that under those circumstances the buyer should be satisfied. Thereupon, at the conclusion of the meeting of September 11th, the buyer delivered to the seller a purchase order, dated the same day of the meeting, for a certain quantity of flour under the contemplated contracts when executed. The purchase order stated, inter alia, that "This flour to be guaranteed to meet specifications attached, which are part of this order. Understanding is that one (1) pound sample of flour will be submitted to the American Institute of Baking, 1134 Fullerton Avenue, Chicago, Illinois, for test before shipment is made of any car. Also understand we are going to make check analysis upon arrival of car, such analysis also to be made by the American Institute of ...