North Coast Weekly Letter Concerning Printed Forms

Question: Where there is a conflict between the written and printed part of a contract, does the written part prevail over the printed ? The contract in question was made on West Coast Terms and Conditions of Sale which were printed thereon, but was qualified by certain writteh conditions in conflict with said printed Terms of Sale.

Ansrver: The law is well settled that where there is ,a conflict between the written and prrinted parts of a contract, then the written part prevails over the printed, on the ground that the printed parts are merely a form intended to apply generally, rvhile the rv,ritten part is the exact language of the parties themselves intended to apply to that particular contract. "It is a well recognized rule of construction that where a contract is written in part and printed in part, as rvhere it has been filled in or ra printed form, the parties usually pay more attention to the written parts than to the printed parts," says the supreme court of Wisconsin. "Accordingly, if the written p'rovisions cannot be reconciled with the printed, the written provisions prevail." The same rule has been approved by the United States Supreme Court and by the state courts of many of the states.

REI\IEMBER THIS: Members have attempted to enforce terms printed on their INVOICES where such terms werre not referred to in the original order or contract of sale. Nothing upon the invoice is binding upon the buyer, whether it is printed or written and whether it stands in the body of the document or in the margin. A contract is made by trvo persons, and is binding olnly in so far as both have agreed to be bound by it. An invoite is m'ade after all the terms of the contract have been irrevocablv fixed, and it is made by only one person. The seller woull have things very much his orVn w,ay if he co,uld, after a contract had been made, alter or amend or limit or explain it by his own act. He has no such power, of course, and he cannot put anything. upon his invoice in writing or. in print, that will bind the buyer.

Question : We appreciate the advisability of startins the system of securing signed Order Acknowledgmenti from our cnstomers as recommended in your WeekIy Letter 123, but dislike 'junking' a large supply of our present acknowledgment forms. Is there some suggestion you could give us that will enable us to use up our present sttpply ahd at the same time put this system into piactice?

Answer: Get a supply of fhe yellow form printtd. Use your_ present form for the Original; the yellow form for the Second Copy to be signed and returned by your customer. Be sure to have printer make the spacing on your yellow copies conform to the spacing on your present forms so the carbon impressions will rigister accurately on the vellow copy. IJse a rnbber stamp on the original reading "Please sign and return the Yellow copy to complete our record."

Roy A. Dailey, N{anager North Coast District.