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32 Minn. 288

Rowell v. Oleson

Supreme Court of Minnesota

Decided July 10, 1884

Supreme Court of Minnesota · decided 1884-07-10

Action upon a promissory note, brought in the district court for Eillmore county. Defendant pleaded, as a defence and counterclaim, a breach of warranty alleged to have been made by plaintiffs upon the sale to defendant of a Tiger Threshing-machine Separator, for a. part of the purchase price of which the note in suit was given.

Key passage — most relied on by later courts

““If said machine will not bear the above warranty, it is to be returned after a trial of two weeks to the place of delivery, and another substituted that will answer such warranty, or the money t and notes immediately refunded.””

quoted by 2 later decisions, including Moline Plow Co. v. Wilson, McCormick Harvesting Machine Co. v. Fields

““Where, by its terms, a contract is the contract of A., to show that it is the contract of B. will vary or contradict its terms, as much as will evidence to change any other provision in it. Although the authorities are not in harmony on the point, the weight of them is to the effect that it cannot be done by parol;” Ewell’s Evans, Ag. 248, and note, being cited.”

quoted by 1 later decision, including Wm. Lindeke Land Co. v. Levy

Relies on Deering v. Thom · Dewey v. Leonard · Williams v. McGrade

Good law ✅— No negative treatment on recordhow we know

Decided 1884-07-10

How this case has been cited

Cited by 25 later decisions — most recently December 1953 · most notably Inland Products Corp. v. Donovan Inc. (1953), Pleins v. Wachenheimer (1909)

1 district · 24 state decisions — followed in 10 states

7018841890190019101920193019401950decided

Later decisions citing this case, by decade. The current decade is in progress, and our corpus holds fewer opinions from the most recent years, so the latest bars are undercounted — not a real decline.

View the full empirical analysis of this case →

Gilfillan, C. J.

¶1It was error in the court below to admit in evidence the warranty signed “S. E. Eord.” That Warranty was immaterial, and could tend but to confuse and mislead the jury, unless it was the contract of the plaintiffs. There was no attempt to show it *290to be their contract except by parol. That was incompetent. Where by its terms a contract is the contract of A, to show that it is the contract of B will vary or contradict its terms, as much as will evidence to change any other provision in it. Although the authorities are not in harmony on the point, the weight of them is to the effect that it cannot be done by parol. Ewell’s Evans on Agency, 248, [177] and note.

¶2A departure to some extent from this rule was established in this state by the cases of Pratt v. Beaupre, 13 Minn. 177, (187,) and Bingham v. Stewart, 14 Minn. 153, (214;) followed by Deering v. Thom, 29 Minn. 120, in which the court acted upon the proposition that when words (such as “agent,” “trustee,” or the like) which may be either descriptive of the person or indicative of ;the character in which he contracts are affixed to the name of the contracting party, they are prima facie descriptive only, but it may be shown by extrinsic evidence that they were used to determine the character in which the party contracts. The same proposition is stated in 1 Parsons on Contracts, 54, that it may be determined “in each instance, and with whatever technical inaccuracy the signature is made, from the facts and the evidence, that a party is an agent or a principal in accordance with the intention of the parties to the contract, if the words are sufficient to bear the construction.” In other words, when, upon the face of the contract, it is doubtful with what purpose the terms “agent,” “trustee,” or the like were used, it may be shown by parol. The cases we have referred to go as far as is safe in that direction.

¶3Upon the other warranty (that of the plaintiffs) the evidence fails to make out any counterclaim. That the parties to such a warranty may agree on a remedy for a breach, and make it exclusive, is not to be doubted. They did so in this warranty: “If said machine will not bear the above warranty, it is to be returned, after a trial of two weeks, to the place of delivery, and another substituted that will answer such warranty, or the money and notes immediately refunded.” The language of this does not give the purchaser any option. It is imperative that the machine “is to be returned after a trial of two weeks;” and then the vendor was to have the right to replace it with another, or to refund the money and notes immediately, i. e., to re*291■seincl the contract. No proof was made of any offer or attempt to return the machine.

¶4Order reversed.

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