Campbell v. Taylor

California Court of Appeal Feb 20, 1961 No. Civ. 18987Published

Before: Shoemaker

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Holding. The court held that a written agreement subject to an unfulfilled oral condition precedent does not constitute a binding contract, and that parol evidence is admissible to establish such a condition when it does not contradict the written terms.

Issues

Whether a written agreement is binding when subject to an unfulfilled oral condition precedent regarding the parties' financial circumstances.
Whether the admission of parol evidence to establish an oral condition precedent violates the parol evidence rule.

Disposition. affirmed

Quotations verified verbatim against the opinion

“We have here a written agreement subject to an oral condition precedent, which condition not having been fulfilled prevented the agreement from becoming a binding obligation between the parties.”

“The fact that a contract depends upon an oral condition precedent may be shown by parol evidence where the contract does not include provisions inconsistent therewith.”

[237]

SHOEMAKER, J.

This is an appeal by plaintiffs Campbell from a judgment rendered after trial by court denying them specific performance or damages under an alleged contract with defendants Taylor.

The action stems from a written agreement entered into by the appellants Campbell and respondents Taylor on April 25, 1955, involving three parcels of real property (one located in Palo Alto, another in Los Altos, and the last at Clear Lake), a lease, various loans to be secured and certain personal property. The writing was the culmination of the efforts of Mr. Campbell since the first of the year 1955 to acquire the Palo Alto property, he having formulated and presented various propositions to the Taylors whereby the Campbells would get the Palo Alto property and the Taylors would receive some cash and other real estate in return. However, until he got the signatures of the Taylors on this document, none of his suggestions had received more than passing notice.

The Taylors say that prior to the time they signed this agreement they advised the Campbells that they had problems in their contracting business and were in a precarious financial condition; that they doubted they could swing such a deal, however much it might appeal to them; that Taylor’s contracting business was heavily obligated and they would have to examine and consider their position before going into such a transaction; and that being so advised the Campbells assured them that it was all right to sign the agreement for if upon examination and consideration of their financial affairs and business condition they could not afford the transaction, the agreement would not be binding upon them; that they certainly would not do anything to hurt the Taylor family or their business. Upon this assurance and understanding the Taylors testified they signed the agreement. Any such discussion or understanding was denied in its entirety by the Campbells.

The record further discloses that Taylor was given two copies of the aforesaid agreement—one for himself, the other to take to the title company. However, having concluded the deal was not possible for him under his circumstances, he did not take the copy to the title company and about the 26th or 27th of April when Campbell called at his place of business, so advised him, and was told by Campbell that he would go to the title company and arrange it so that Taylor could make a deal; that the next day Campbell asked him to

Campbell v. Taylor

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SHOEMAKER, J.

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