Hill v. East Mississippi Elec. Power Ass'n, 30 So. 2d 61 (Miss. 1947). · Go Syfert
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Hill v. East Mississippi Elec. Power Ass'n, 30 So. 2d 61 (Miss. 1947). Cases Citing This Book View Copy Cite
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Hill
v.
East Mississippi Electric Power Ass'n.
No. 36426..
Mississippi Supreme Court.
Apr 21, 1947.
Published opinion
30 So. 2d 61
1947 Miss. LEXIS 456
Neal Prisock and Z.A. Brantley, both of Louisville, for appellant. The court erred in granting the appellee an instruction directing the jury to return a verdict in favor of the appellee. The certificate does not state that the installation of wiring in the premises has been done satisfactorily or any words to that effect. An instrument is to be most strictly construed against the party who prepared it. Home Mutual Fire Ins. Co. v. Pittman, 111 Miss. 420 , 71 So. 739. This case does not involve a large amount, but there is a principle involved, just as if a large sum were demanded of the appellant. There are no intervening rights of purchaser for value without notice, but the original parties are the only ones concerned in this lawsuit and why let the appellee use the courts of the country as instruments of oppression, taking advantage of its own wrong in not complying with its agreement? This case should have been submitted to the jury. B.A. Duncan, of Meridian, and R.W. Boydstun, of Louisville, for appellee. Parties competent to contract may make their own contracts, and they are the best judges of what is for their best interests in making contracts; and where they agree upon contracts in writing, where there is a plain and unambiguous writing, the courts will not undermine the written contracts and overturn rules of law because of any apparent hardships, or for any reason of excessive consideration, in favor of one party against the other, where the parties are able to read and understand their contracts. Jourden et al. v. Albritton, 146 Miss. 651 , 111 So. 591 . A contract when reduced to writing, which is not ambiguous upon its face, is the exclusive agreement of the parties, and all verbal representations and negotiations antedating the completion of the contract are merged therein and are not subject to proof changing or contradicting the meaning of the instrument. Parker v. McCaskey Register Co., 177 Miss. 347 , 171 So. 337 ; Perrault v. White Sewing Machine Co., 157 Miss. 167 , 127 So. 271 . There is no semblence of fraud in this case.
Alexander.
Published
[*857] Alexander, J.,

delivered the opinion of the court.

The power association sued appellant upon a promissory note in the principal sum of $60 and recovered judgment. The consideration therefor was a contract between the parties whereunder the power association agreed to install certain electric services, including three outlets and switch, in appellant’s barn. The testimony is without dispute that the barn was not wired nor furnished any electric outlet.

Appellee rests its case upon the fact of execution by appellant of a so-called “Certificate of Satisfaction” of the following tenor:

“Date: February 11, 1941
‘ ‘ To Whom It May Concern:
“We hereby certify that we have executed and delivered to R. E. Jurnigan a note in favor of East Mississippi Electric Power Association for $60.00 which represents the balance due for the satisfactory installation of wiring in our premises. We further certify that there is no agreement, written or oral, between us and the contractor[*858] or the Corporation, altering our unqualified agreement to pay as provided in the aforesaid note.”

The trial court directed a verdict for the plaintiff, appellee here, on the strength of this certificate.

The certificate is at best ambiguous, suggesting, on the one hand, an acknowledgment by the maker that the work has been satisfactorily performed and accepted, and, on the other hand, an acknowledgment by the payee that the note has been accepted in consideration of future satisfactory compliance with the contract. We do not, however, construe it.

The contract between the parties, the note, and the certificate were executed the same day. According to undisputed testimony, no part of the work had then been done. All three documents, therefore, were parts of the contract and in no degree lessened the duty of the association nor the rights of Hill thereunder. To undertake to treat the certificate as working an estoppel against Hill would be to work fraud upon him. If it were executed as a premature acceptance of whatever installation was to be thereafter made, appellant would thereby have placed himself at the mercy of appellee who could thereafter ignore the contract to perform and yet insist upon the contract to pay. Appellee may not invoke such a construction.

We must hold that the obligations of the contract were not impaired nor waived by the execution of the certificate upon an assumption that the work would thereafter be performed satisfactorily.

We hold, therefore, that there was at least a partial failure of consideration, and that it was error to direct a verdict for the association.

Eeversed and remanded.