distinguishing between a fully integrated contract, where “the parties intend that their written agreement shall not only be final, but also the exclusive statement of all their agreements,” and a partially integrated *736 contract, where the writing is “intended to be final so far as it goes”
How later courts described this case
- distinguishing between a fully integrated contract, where “the parties intend that their written agreement shall not only be final, but also the exclusive statement of all their agreements,” and a partially integrated *736 contract, where the writing is “intended to be final so far as it goes”
- holding that extrinsic evidence of surrounding circumstances should be considered in the course of interpreting ambiguous or uncertain contractual terms
- stating that if the written specifications are deemed to be ambiguous or unclear, the oral negotiations are admissible to help clear up the uncertainty
- “Interpretation, however, must precede awareness of variance. And meaning can usually be given to a writing only on consideration of all the circumstances, including the prior negotiations between the parties.”
Written by the judges who cited it.
The opinion
Nichols, Judge,
dissenting:
It appears to me there is a fallacy in the commissioner’s recommended opinion, namely, he assumes that the defendant’s statements at the April 21 pre-bid conference were promissory in nature. I read them as misstatements of fact. They fall in the same category as the erroneous weather information the Government supplied in Chris Berg, Inc. v. *132 United States, 186 Ct. Cl. 389 , 404 F. 2d 364 (1968). There the ASBCA dismissed the Wunderlich Act claim as outside its jurisdiction and we tried it and granted relief as a breach claim. The plaintiff, as part of its proofs, showed it relied on the misinformation given and because of it made no provision in the bid for storm damage. The parties here might, I think, waive the breach and treat the case as for Wunder-lich Act relief, but should not by so doing be able to transform the proofs required. The claim is ex contractu on either theory. Suppose it would be wrong to require the plaintiff to show express reliance on a promissory undertaking in a pre-bid conference, it would not follow it was wrong to require express reliance on a factual misstatement not amounting to a promise.
Here plaintiff could very easily have produced testimony, if true, that it prepared its bid and omitted any provision for the cost of appliques in reliance on the pre-bid conference. It did not do so and instead offered other fallacious and unacceptable or insufficient reasons for the omission. It must have learned at some time and in some way that the pre-bid information was mistaken. If this knowledge came after the bid it would have been a fact helpful to plaintiff, if before, hurtful, but the time and manner were left in doubt, and the Board made no finding, merely noting that plaintiff was in ignorance as to the number of appliques required until long after the award, and made repeated inquiries in vain. This failure to come forward with evidence undoubtedly in plaintiff’s control would justify an inference that if produced, it would have been unfavorable to plaintiff.
In the circumstances, the finding that plaintiff did not rely on the pre-bid information I deem supported by substantial evidence and not inconsistent with the finding that the pre-bid mistaken information was given and received. The commissioner is wrong in inferring reliance from the latter finding without other evidentiary support. The conclusion follows that plaintiff is not entitled to recover.
The decision under review was the work of a very able panel. One of its members has since become one of our commissioners. Even if this were not so, our appellate review *133 should, proceed on the assumption that the Board did a lawyerlike job and should interpret findings on that basis. I cannot join in seeing a contradiction between the Board’s findings that plaintiff knew from the pre-bid conference, albeit erroneously, that appliques would not be required, and its finding that the true facts were unavailable until late in 1960. Just read in the word true and the contradiction vanishes. The Board also found that plaintiff began about six weeks after the award, on September 21, 1960, demanding information relevant to the design and furnishing of appliques. It seems obvious, as stated above, though not expressly found, that if plaintiff ever relied on the pre-'bid information, it had ceased to do so by September 21, 1960. Again, there is no inconsistency.