Munn v. Earle C. Anthony, Inc. (1918) · DecisionDepot

Munn v. Earle C. Anthony, Inc.

Name: California Superior Court Tentative Rulings
Creator: DecisionDepot
License: https://creativecommons.org/licenses/by-nc/4.0/

California Court of Appeal Feb 19, 1918 No. Civ. No. 2102.Published

Before: James

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Holding. The court held that a written contract containing a clause waiving all prior verbal understandings or agreements precludes a party from maintaining an action based on alleged misrepresentations made during negotiations that were not included in the final written instrument.

Issues

Whether a buyer is barred from relying on pre-contractual misrepresentations when they conducted an independent examination of the goods.
Whether a written contract containing an integration clause supersedes prior verbal representations regarding the subject matter of the sale.

Disposition. reversed

Quotations verified verbatim against the opinion

“All promises, verbal understandings or agreements of any kind pertaining to this purchase not specified herein, are hereby expressly waived.”

“The execution of a contract in writing, whether the law requires it to be written or not, supersedes all the negotiations or stipulations concerning its matter which preceded or accompanied the execution of the instrument.”

Synopsis

The facts are stated in the opinion of the court.

JAMES, J.

Appeal from a judgment entered in favor of the plaintiff and from an order denying to the defendant Earle C. Anthony, Inc. (a corporation), a new trial. The action was based upon alleged misrepresentations made by an agent of appellant regarding the year of manufacture of a certain electric automobile. Plaintiff negotiated with English, the agent of appellant, for the purchase of a secondhand electric automobile. She alleged and the court found that English represented that the automobile had been manufactured in the year 1913, when in fact it was a 1912 model. The car was offered to the plaintiff, with electric rectifier, for the sum of one thousand eight hundred dollars. Plaintiff informed appellant’s agent that she would not purchase it without the privilege of having an examination made by persons of her own selection. Agreeable to this suggestion, the machine was left with the mechanics designated by the plaintiff, where it remained for a day or so. These mechanics being experienced in the handling of electric machines, examined the car and its batteries and reported to the plaintiff that everything was in good condition and that the car “looked to be a good buy.” Plaintiff thereupon offered appellant the sum of one thousand seven hundred dollars for the ear and rectifier, that being one hundred dollars less than the proposed

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price. This offer was accepted, and thereupon a written contract was entered into and signed by both parties. The contract appears to have been made upon the blank form used for the purchase of new cars, except' that the descriptive matter was written in before it was signed. The contract in its main parts was in the following form:

“November 24th, 1913.

“In consideration of the placing at once of an order with the manufacturer, I hereby agree to purchase of the California Motor Company of Los Angeles.

One R & L Electric Model No. 28475..... Price .......

Sold for the account of Mrs. K. A. Kelley

(AS IS) .......................... Price $1700.00

Including one second hand- Westinghouse

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conflict having been resolved by the trial judge in favor of the plaintiff, appellant admits that the determination of that fact is beyond the reach of its appeal. However, two points are insisted upon: First, that the plaintiff was not entitled to rely upon any representations made regarding the automobile when she resorted to independent means before buying to ascertain its value and condition; second, that having finally entered into a written contract of sale which contained terms excluding all previous negotiations and statements, the claim that false representations had been made by way of inducement could furnish no ground for a cause of action. As to the first proposition, we do not agree with appellant’s contention, for the reason that the evidence does not show that the independent examination made at the instance of the plaintiff went to the question at all as to the year of manufacture of the car. This examination looked only into the general condition of the machine and its batteries. As to the second point, we think the contention of appellant should be sustained. The written contract as entered into contained a description of the car, with its model number, and contained the limiting clause that “all promises, verbal understandings or agreements of any bind pertaining to this purchase not specified herein, are hereby expressly waived.” It appears that the model number as used in the contract was descriptive to show the year during which the ear was manufactured, for the witness Holbert testified that “the Rauch & Lang Company never designates the year of their models; they always just use the model number or model letter.” It seems quite plain that the limiting term incorporated in the contract was intended to save disputes and eliminate all question of representations as to kind and condition of machines sold. Our Civil Code, section 1625, provides that, “The execution of a contract in writing, whether the law requires it to be written or not, supersedes all the negotiations or stipulations concerning its matter which preceded or accompanied the execution of the instrument.” (See, also,

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Synopsis

JAMES, J.

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