Denniston v. Schaal , 1897 Pa. Super. LEXIS 295 ( 1897 )

Opinion by

Rice, P. J.,

The material part of the guaranty on which this action was brought reads as follows: “ I hereby guarantee the account of George Schaal with Denniston & DeArmond to the amount of one hundred and fifty dollars ($150) and will be responsible for payment of the same.” One called upon to determine the defendant’s liability under this paper would naturally inquire what account was referred to. Was it an existing account or an account about to be opened ? If the latter, did the principals contemplate a credit indefinite as to amount and as to time, or a single purchase or several purchases amounting in the aggregate to the sum guaranteed? These questions cannot be answered by reference to the paper alone; or rather, the paper is not so drawn as to preclude inquiry as to its subject-matter, namely the account. It is an elementary principle in the law of evidence for which no authority need be cited, that parol evidence is admissible to explain a written agreement, so far as to give identity to the subject-matter and apply the contract to it. This principle is applicable here. It justified the defendant in setting forth the circumstances under which the paper was . given, not for the purpose of contradicting or varying the terms of the written contract, but to explain it by identifying the account to which it refers.

To say that the use of the word “ account ” conclusively implies a continuing guaranty begs the question. It may or may not, according to the circumstances. Take the present case for illustration. In May, 1890, George W. Schaal, a son of the defendant, desired to go into business as a manufacturing upholsterer, and applied to the plaintiffs, who are dealers in upholstery goods, to purchase of them material to the amount of $150, for his business. The plaintiffs informed him, that, if he could get his mother to become surety in writing for the $150 worth of material he needed, they would give him credit to that amount. Pursuant to these negotiations the defendant made and delivered the paper in question. Construing it in the light of the attendant circumstances, the conclusion is irresistible' that the defendant did not intend, and the plaintiffs did not understand her to intend, to guarantee her son’s general account, but only the particular account for the $150 worth of goods that he then needed and was then about to purchase. In other words, the plaintiffs contemplated selling, and the son contemplated buying, $150 worth of goods, to be specified thereafter, and the defendant guaranteed payment of that account. When the indebtedness for those goods was paid her liability ceased. The plaintiffs could not continue the credit thereafter for an indefinite time, without notice to her, and hold her always responsible to the amount of $150. Hence when she swears that the matter of her suretyship was discussed between the parties and that the paper was signed “upon the distinct and positive understanding that the suretyship was for $150 worth of goods, and nothing whatever beyond or in excess thereof,” she swears to nothing which would not fairly be inferred from the facts of the transaction as narrated in the affidavit of defense.

The terms of guaranties and the circumstances under which they are given differ so greatly in different cases that no very definite rules for determining whether a guaranty shall be considered a continuing one or not, cail be given. But these general principles are well established; that the instrument is to be construed according to what is fairly to be presumed to have been the understanding and intention of the parties, without any strict technical nicety; that the language should not be strained beyond its natural import for the purpose of enlarging the guarantor’s liability; and that in ascertaining what was the understanding of the parties the circumstances accompanying the whole transaction are to be looked to: 1 Beach on Contracts, sec. 34; Bank v. Gay, 4 L. R. A. 343, note, and cases there cited; 1 Brandt on Suretyship & Guaranty, sec. 156, etc.; Aldrichs v. Higgins, 16 S. & R. 212; Anderson v. Blakely, 2 W. & S. 237; Pritchett v. Wilson, 39 Pa. 421-423. Applying these principles to the facts of the case as set forth in the affidavit of defense the defendant was entitled to be heard before a jury.

Judgment reversed and a procedendo awarded.