Mitchill v. Lath
Court of Appeals of
247 N.Y. 377, 160 N.E. 646.
Facts: Mitchill agreed to buy a farm from Lath on the
condition that an ice house across the street would be removed. Lath agreed, but that condition was never
explicitly put into the written contract for the sale of the property. Subsequently, Mitchill moved in and made lots
of improvements on the land, but Lath never removed the ice house. Mitchill sues for specific performance. The trial court and intermediate appellate
court found for Mitchill. Lath appeals
to the Court of Appeals of
Issue: Is the oral agreement to remove the ice house enforceable?
Rule: An oral agreement to modify a written contract is
only enforceable if all of the following are true:
1.
The oral agreement
must be collateral in form.
2.
The oral agreement
must not contradict any express or implied provisions of the written contract.
3.
The oral
agreement must not be of the type the parties would ordinarily expect to put
into writing. In other words, the
written agreement on its face mustn’t appear to contain the complete agreement
of the parties.
Analysis: According to the majority, the defendant’s oral
promise fails the third part of the test.
The contract says a lot of stuff, but nothing about removing the ice
house. The contract appears on its face
to contain the all the responsibilities of each side. Basically, an objective observer would expect
that if the parties really agreed about the ice house that they would have (and
could have) included something about
it in the contract.
The minority agrees with the
statement of the rule, but not its application.
In particular, the minority feels that there is a solid evidentiary
foundation for the existence of the oral promise, and that the plaintiff
reasonably relied on that promise in deciding to buy the property. Lehman says that the agreement to remove the
ice house was “collateral to, yet connected with” the main written contract. Since there was no independent consideration
for the problem to remove the ice house, Lehman figures it can only be enforceable
if it’s tied to the same consideration as the written contract.
Though Andrews doesn’t tackle
the issue directly, Lehman finds that the oral agreement doesn’t contradict any
terms of the written agreement. Lehman
points out that there is no express language in the written agreement that says
that the defendants can only do that which is explicitly stated in the writing.
Furthermore, Lehman finds it
plausible that the parties would leave the agreement about the ice house, which
was on a separate parcel of land, out of the document conveying the primary
parcel of land from one party to the other.
The question is, however, whether the parties intended to render the
oral agreement non-existent by adopting a writing that didn’t include the terms
of that agreement. Lehman thinks that
the removal of the ice house isn’t so closely bound in subject matter to the
conveyance of the land that not mentioning it should have the effect of making
it void.
Conclusion: The judgment of the lower courts is reversed and the plaintiff’s
complaint is dismissed.