The response, received by the plaintiff on August 26, 1943, was on a form of order or requisition then in use by the defendant, and was sent under date of August 23, 1943. In its material features, the order was as follows:
'National Tool & Manufacturing Co.,
'North 12th Street, Kenilworth, N.J.
'Egry Register Systems,
'965 Broad Street,
Date of Purchase Order 8/23/43
Account to be Charged Fac. Sta. Sup.
Purchase Requisition No. CostDept.
Shop Order No.
231 1/2 M Job Labor Cards -- as per sample
'Colors to be specified
'In triplicate with Carbon Inserts.
'National Tool & Mfg. Company, 'Per E. G. Leonard'
The testimony indicated that the name E. G. Leonard appearing at the end of defendant's reply was not signed by Leonard but by a 'clerk in the purchasing office' who 'signed in the usual course of business,' during Leonard's absence.
The letter of August 16, 1943, and the reply thereto clearly constitute an integrated contract, incorporating therein a complete expression of the terms of the agreement entered into by the parties. Defendant's answer was a manifestation of assent to the terms and conditions therein contained and the parties are bound by those words even though each party may have attached a different meaning to the language used.
Where the parties have made a memorial of their bargains, their actual intent, unless expressed in some way in the writing, is ineffective. Their intention must be found in the writing, and it is that expression that controls. Corn Exchange National Bank & Trust Co. v. Taubel, 113 N.J.L. 605, 175 A. 55. The obligation of a contractor, therefore, depends upon his expressed rather than his actual intentions, and the writing is the exclusive repository of the common intention. In the absence of reformation, the parties are bound by the language employed to state the agreement. While parol evidence is admissible to clarify an ambiguity in a writing, it may not be so used where, as here, there is no uncertainty and the language is an explicit statement of the parties' engagements. New York Sash & Door Co., Inc., v. National House and Farms Ass'n, 131 N.J.L. 466, 36 A. 2d 891.
In the light of these fundamental principles, the interpretation of the contract insisted upon by the defendant is untenable. The language of the lend themselves to any interpretation other than their generally understood meaning.
In such case the attending circumstances, here relied upon by the defendant to support the interpretation of the contract as insisted upon by it, may not be employed to extract from the words a meaning different from their general meaning.
While the great variance between the parties in interpreted cost of manufacture may seemingly work a severe hardship upon the defendant, such hardship will not suffice to permit the court to read into the plain import of the words of the contract, a meaning not in accordance with the terms employed. There is patently no ambiguity in the contract as agreed upon, and the defendant is bound by the intention as it appears expressed in the writing.
The words of Pratt's letter of August 16th state specifically and explicitly that the plaintiff had received a 'list of changes' which were to be printed at several different places on each form, and that 'These changes are to be billed at $ 23.59 each.'
While the interpretation given the terms of the letter differed, the parties nevertheless are bound by their expressed intention; in this case, that each change would be billed at a stated price. Nothing contained in the words of the letter indicate other than a single meaning. The terms are so clear as to preclude doubt of their meaning by a reasonable man.
Accordingly, judgment will be entered herein in favor of the plaintiff in the amount of $ 12,524.82, plus interest from October 30, 1943.
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