J. M. Turner & Co. v. Delaney

Cochran, J.,

concurring in part and dissenting in part.

I agree with the majority that the July 1964 letter was an amendment to the December 1963 contract and not, as the lower court held, a novation. However, I do not agree that, read together, the two writings form an unambiguous contract.

In my opinion the term “your material”, mentioned in the second writing, is susceptible to at least two conflicting interpretations. It may mean the 12,000 cubic yards of material originally required, as Turner contends, or it may mean simply the available unspecified quantity of Delaney’s sand and gravel, as the lower court held, depending upon the intention of the parties.

To determine what the parties intended, resort must be had to parole evidence, for the intent cannot be found in the writings them*173selves. Shockey v. Westcott, 189 Va. 381, 53 S. E. 2d 17 (1949). Indeed, parole evidence was introduced, without objection, by both parties.

Such evidence was, therefore, properly admitted, and it resolved some ambiguities. For example, the term “job site”, twice used in the original agreement, was found to have different meanings. Delivery of materials to the job site for $2.35 per cubic yard required delivery to Turner’s spreader on the job. The alternative suggestion of delivery at a lower price to a stockpile on the job site contemplated another location to be determined later.

Further, it appears that the parties initially contracted, not for approximately 12,000 cubic yards of material, but for such quantity, not exceeding approximately 12,000 cubic yards, as might be required for the project. See Webber v. Johnston, 214 Cal. 378, 5 P. 2d 886 (1931). Neither party suggests that Delaney was required to furnish more than the 9891 cubic yards actually used on the job.

Here, the court erred by construing the term “your material” as used in the July 15, 1964 agreement. When a contract is clear and unambiguous on its face, or is rendered so by admissible parole evidence, the court, rather than the jury, should construe it. However, if the extraneous evidence is conflicting, or even if it is not conflicting but fairminded men might reach different conclusions from it, the case becomes a proper one for jury determination. Geoghegan v. Arbuckle Bros., 139 Va. 92, 100-101, 123 S. E. 387, 389 (1924).

Parole evidence did not render the present contract so clear and unambiguous as to permit the court to construe it. This issue, therefore, should have been submitted to the jury. See Portsmouth Gas Co. v. Shebar, 209 Va. 250, 258, 163 S.E. 2d 205, 211 (1968); Greater Richmond Civic Recreation, Inc. v. A. H. Ewing's Sons, Inc., 200 Va. 593, 596, 106 S. E. 2d 595, 597 (1959).

A jury might decide that “your material” means only the type, but not the quantity, of Delaney’s sand and gravel, and Delaney would then prevail. On the contrary, a jury could decide that “your material” means the 12,000 (9891) cubic yards of Delaney’s material required by Turner. If so, the issues of fact arising from Turner’s counterclaim must be decided. The jury must determine whether, as Delaney claims, he had at least 9891 cubic yards which Turner could have removed and, if not, what damages to Turner resulted. Turner’s alleged damages are incorrectly set forth in the counterclaim *174because they are computed on the basis of the original agreement rather than the 1964 amendment which changed the contract price.

I would reverse the judgment of the lower court and remand the case for a determination of all these issues and not just those arising from Turner’s counterclaim.