This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
If the parties have used words which have an ordinary meaning free from ambiguity, and no technical meaning is shown, extrinsic evidence is inadmissible to show that the parties used such terms in a sense different from their ordinary meaning, as the only effect of such evidence would be to contradict the legal effect of the language which the parties themselves have used.1 Thus evidence is not admissible to show the meaning of "to be advertised till sold,"2 "delivered East St. Louis,"3 "wholesale prices,"4 or to mine ore at a certain price as long "as we can make it pay."5 Under a contract for drilling for gas or oil a provision to pay for "gas" cannot be shown to mean only gas from a gas well and not gas from a well producing oil chiefly.6 So under a contract concerning "bales" of cotton, it was held that the parties could show what meaning "bales" had by usage; but that they could not show an oral contract between the parties fixing a weight for a "bale."7 So under a contract which refers to the "amount" of grading it cannot be shown that "amount" means cost and not quantity.8 If, on the other hand, the term used is one which has two or more . meanings, evidence of the intention of the parties direct is admissible to show in which sense it was used.9 So if a written receipt refers to a "due bill" evidence is admissible to show that by such expression the parties intended a certain promissory note.10 So the meaning which the parties give to "outstanding accounts" may be shown.11 So if the term "perch" is shown to have two meanings when used as a measure of stone, the direct intention of the parties may be considered in ascertaining which meaning of the term was intended.12 So under a contract providing for "wholesale factory prices" it was held proper to show that the parties intended a scale differing from actual wholesale prices.13 It will be seen that some of the cases cited under the second branch of the rule are really contrary to those cited under the first branch. The cases under the second branch are some of them cases where, in spite of the general rule,14 the courts have really given reformation in an action at law under cover of construction.
1 Adams v. Turner, 73 Conn. 38; 46 Atl. 247; Chase v. Ainsworth, -Mich.- ; 97 N. W. 404.
2 Wikle v. Johnson Laboratories, 132 Ala. 268; 31 So. 715.
3 Lippert v. Milling Co., 108 Wis. 512; 84 N. W. 831.
4 Fawkner v. Wall Paper Co., 88 Ia. 169; 45 Am. St. Hep. 230; 55 N. W. 200.
5 Davie v. Mining Co., 93 Mich. 491; 24 L. R. A. 357; 53 N. W. 625. (Oral evidence is inadmissible to show that this means "as long as we can make company wages.")
6 Burton v. Oil Co., 204 Pa. St. 349; 54 Atl. 266.
7 Stewart v. Cook, 118 Ga. 541; 45 S. E. 398.
8 Ryan v. Dubuque, 112 Ia. 284; 83 N. W. 1073.
9 Bank of New Zealand v. Simpson (1900), App. Cas. 182; Kelly v. Fejervary, 111 Ia. 693; 83 N. W. 791; Streeter v. Seigman (N. J. Eq.), 48 Atl. 907; Phetteplace v. Ins. Co., 23 R. I. 26; 49 Atl. 33; Andrews v. Robertson, 111 Wis. 334; 87 Am. St. Rep. 870; 54 L. R. A. 673; 87 N. W. 190.