Yarbrough v. Rosenburg

California Court of Appeal Jul 5, 1922 No. Civ. No. 3912.Published

Before: James

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Holding. The court held that a written memorandum signed by only one party that does not purport to express the entire agreement does not preclude the introduction of parol evidence to establish the full terms of the contract. Consequently, the complaint sufficiently stated a cause of action.

Issues

Whether a written memorandum signed by only one party constitutes the entire agreement between the parties.
Whether the complaint sufficiently stated a cause of action despite the indefiniteness of the term 'certain information' in the memorandum.

Disposition. affirmed

Quotations verified verbatim against the opinion

“The written memorandum (signed only by defendants) does not purport to represent fully the terms of the agreement except that it does express the amounts to be paid by defendants in the different contingencies.”

“The demurrer was properly overruled.”

JAMES, J.

Plaintiff was awarded judgment in the sum of $800 upon an alleged contract made with the defendants. Defendants have appealed from that judgment and here present the judgment-roll, insisting that the complaint of plaintiff fails to state sufficient facts to constitute a cause of action and that their demurrer interposed thereto should have been sustained.

In paragraph III of his complaint plaintiff alleged that on the 20th of December, 1920, defendants executed a “memorandum” in writing wherein and whereby the terms of said agreement were set forth, said instrument being in words and figures as follows, to wit:

“Dec. 20, 1920.

“Mr. C. G. Yarbrough,

“2019 Bay St.,

“Los Angeles, Cal.

“Dear Sir: Rosenburg Co., 336 E. 3rd St. agree for certain information regarding a 340 K. W. D. C. generator to pay you the sum of $800.00 if the set is bought for $5500.00 and to pay you the sum of $1000.00 if the set is purchased for less than $5000.00.

“Yours truly,

“Rosenburg & Co.

“By P. P. Arrousez.”

It was further alleged that in consideration of said agreement plaintiff furnished to the defendants the information referred to in said memorandum, “to wit, information where and when a certain 340 K. W. D. C. generator might be purchased. That the said information so furnished by plaintiff to the defendants was the same information and all of the information referred to in said memorandum aforesaid and was all of the information required to be furnished and asked for by the defendants.” It was further alleged that defendants did purchase the generator for a sum less than $5,000 and that they had refused plaintiff’s demand to pay for the service rendered. Appellants

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insist that the written memorandum must he taken as representing the contract made between the parties and that it is unenforceable because the consideration to be rendered by the plaintiff is not therein stated. The words “certain information,” it is contended, are too indefinite to describe what the service to be rendered by the plaintiff was. The case of

Yarbrough v. Rosenburg

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JAMES, J.

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