§ 611. An exclusively mutual standard is not applicable. Few decisions can be found which countenance the view that where a contract is incorporated in a writing which naturally bears a reasonable meaning, if a local standard is applied, a different meaning can be given to it by the court because, by private convention, or otherwise, the parties understood the contract to mean something different from the natural meaning of their written words at the place where the writing was made between parties of the sort who entered into it. Moreover, the Appeals, 226, 229, the court said: "The Court will not always construe a contract to mean that which the parties to it meant; but will give it the construction which will bring it as near to the actual meaning of the parties as the words they saw fit to employ, when properly construed, and the rules of law, will permit. If words employed were those intended to be used, but their actual meaning was totally different from that which the parties supposed and intended them to bear, still their actual meaning is generally held to be their legal meaning." See also Parkhurst v. Smith, Willes, 332; Shove v. Wilson, 9 C. & F. 355, 365; McConnel v. Murphy, L. R. 5 P. C. 203, 219; Wikle v. Johnson Laboratories, 132 Ala. 268, 31 So. 715; Silva v. Silva, 32 Cal. App. 115, 162 Pac. 142; Shuler v. Allam, 45 Colo. 372, 101 Pac. 350; West Haven Water Co. v. Redfield, 58 Conn. 39, 18 Atl. 978; Adams v. Turner, 73 Conn. 38, 46 Atl. 247; Millikin v. Starr, 79 Ill. App. 443, aff'd 180 Ill. 458, 54 N. E. 328; Schneider v. Turner, 130 III. 28, 22 N. E. 497, 6 L. R. A. 164 n.; Bearss v. Ford, 108 Ill. 16; Brenzel v. Kirschner, 128 Ill. App. 136; Bobb v. Bancroft, 13 Kans. 123; Illinois Central R. Co. v. Vaughn, 33 Ky. L. Rep. 906, 111 S. W. 707; Pratt v. McCoy, 128 La. 570, 615, 54 So. 1012; Maryland Coal Co. v. Cumberland, etc., R. Co., 41 Md. 343, 352; Smith v. Abington Sav. Bank, 171 Mass. 178, 50 N. E. 545; Chase v. Ainsworth, 135 Mich. 119, 97 N. W. 404; Cottrell v. Michigan United Traction Co., 184 Mich. 221, 150 N. W. 857; Merriam v. Pine City Lumber Co., 23 Minn. 314; Ellis v. Harrison, 104 Mo. 270, 279, 16 S. W. 198; Laclede Construction Co. v. Moss Tie Co., 185 Mo. 25, 62, 84 S. W. 76; Curtin-Clark Hardware Co. V. Churchill, 126 Mo. App. 462, 104 S. W. 476; Webb v. Missouri State Life Ins. Co., 134 Mo. App. 576, 115 S. W. 481; Dent v. North American S. S. Co., 49 N. Y. 390; Dwight v. Germania Life Ins. Co., 103 N. Y. 341, 8 N. E. 654, 57 Am. Rep. 729; Zimmerman V. Loft, 125 N. Y. App. Div. 725, 110 N. Y. S. 499; Royal v. Southerland, 168 N. C. 405, 84 S. E. 708; Hyland v. Oregon Paving Co., 74 Or. 1, 144 Pac. 1160, L. R. A. 1915 C. 823; City Messenger Co. v. Postal Telegraph Co., 74 Or. 433, 145 Pac. 657; Heirs of Watrous v. McKie, 54 Tex. 65; Collier v. Robinson (Tex. Civ. App.), 129 S. W. 389; Crawford v. El Paso Land Imp. Co. (Tex. Civ. App.), 201 S. W. 233; Clark v. Lillie, 39 Vt. 495; Cranes Nest Coal, etc., Co. v. Virginia Iron, etc., Co., 105 Va. 785, 54 S. E. 884; Book v. Thomas, 61 Wash. 607, 610, 112 Pac. 917; Smith v. Merrill, 134 Wis. 227, 233, 114 N. W. 508; Zohrlaut v. Mengelberg, 144 Wis. 564, 124 N. W. 247, and supra, § 607. many expressions in the cases which assert that the normal meaning will be given to language 33 and which assert that if language is clear and unambiguous, there is no room for construction,34 though they may go too far for accuracy, at least indicate that the law is not likely to adopt the private meaning of the parties as the ultimate test for the construction of their written contracts. [Certainly where the law requires a contract to be in writing, the requirement must be regarded as demanding a standard which, so far as the ambiguity of language permits will furnish to the court evidence of the transaction in a form not wholly dependent for its meaning on the ideas of the parties to it. A code which is known only to the two parties | using it, and is not itself in writing, is a language which does not fulfil such a purpose. If a memorandum made by a buyer and seller who orally agree to sell, states in conformity with a private convention between them adopted for secrecy, that they agree to buy, such a written memorandum is of little use in preventing fraud or perjury,35 and it cannot be admitted that such a memorandum would satisfy the requirements of the Statute of Frauds, if regarded as a mere memorandum and not as an agreed memorial of the bargain. If the parties have assented to the writing as a memorial of their bargain, the statute would indeed be satisfied, and an enforceable contract would arise, though its terms would be what the words of the parties naturally meant, not what they by special oral agreement had determined that they should. In any case where the parties have assented to a written record of their bargain, whether the law requires a writing or not, the purpose of the so-called parol evidence rule, or one of its purposes, precludes the parties not only from applying a standard which is based on their individual mental understanding but also one based on their individual oral agreement. As Judge Holmes says: 36 "You cannot prove a mere private convention between the two parties to give language a different meaning from its common one. It would open too great risks, if evidence were admissible to show that when they said five hundred feet they agreed it "See supra, § 608. *See supra, § 609. "See 4 Wigmore, Evidence, p. 3481. 36 Goode v. Riley, 153 Mass. 585, 28 N. E. 228. should mean one hundred inches, or that Bunker Hill Monument should signify the Old South Church. It should be added that though a private convention is not competent to change the meaning of five hundred feet to one hundred inches, or the meaning of Bunker Hill Monument to the Old South Church, the local or technical usage, if different from ordinary or normal usage, may be competent to produce this result. The view expressed by Judge Holmes is undoubtedly that generally held." And for the same reason that words 37 In Wikle v. Johnson Laboratories, 132 Ala. 268, 31 So. 715, 717, the court said: "The Court properly excluded the proposed evidence of the defendant as to what was the agreement or understanding between him and plaintiff with reference to the meaning of the words, 'to be advertised until sold,' contained in the written contract of sale the order executed by defendant. The writing itself, construed with reference to the nature of the transaction and in the light of surrounding circumstances, is the sole evidence of the agreement, and parties cannot be allowed to alter or vary its terms by evidence of a contemporaneous parol agreement or understanding as to the meaning of its language." In Adams v. Turner, 73 Conn. 38, 45, 46 Atl. 247, offer having been made to prove conversations and acts of the parties to show that they attached a peculiar meaning to the words "new and useful improvements" the court said: “It thus appears that the words 'new and useful improvements' in this contract, when read in connection with the rest of it, and without the aid of extrinsic evidence, mean actually existing improvements, and that their meaning in this respect is neither ambiguous nor uncertain. Under such circumstances the evidence extrinsic to the writing, offered to show that the parties attached a different meaning to the words in question than the one expressed in the writing, was properly excluded." The same court in Falletti v. Carrano, 92 Conn. 636, 103 Atl. 753, 754, said: "Where an agreement in writing is expressed in technical or incomplete terms, parol evidence is admissible to explain that which taken alone would be unintelligible, when such explanation is not inconsistent with the written terms of the instrument. Thus, if the language of the instrument is applicable to several persons, to several parcels of land, to several species of goods, to several monuments or boundaries, to several writings, or the terms be vague and general, or have diverse meanings, as 'household furniture,' 'stock,' 'freight,' 'factory prices,' and the like, in all these and the like cases parol evidence is admissible of any extrinsic circumstances tending to show what person or persons, or what things, were intended by the party, or to ascertain the meaning in any other respect." In the contract in suit in Cooper v. Cleghorn, 50 Wis. 1 3, 123, 6 N. W. 491, "plaintiffs agreed to furnish 'four runs best quality of four-foot old stock French burr millstones, faced and furrowed.' Such stones were actually furnished, but the defendants sought to show by parol that, from conversation with one of the plaintiffs prior to the execution of the contract, they were led to suppose that stones which cannot be given a meaning peculiar to the parties, a sign which the parties agree upon as meaning something but which is meaningless to others, will not be treated as a written agreement "An 'indecipherable scrawl' does not constitute a contract. When the parties undertake to put their agreement in writing and express its crucial terms by characters or symbols so illegible that the tribunal established to try the facts cannot determine the signification of that which is on the paper, then no contract in writing has been made." 38 were 'faced and furrowed' would be in a condition for immediate use that is to say, would be dressed; whereas it was necessary to expend $500 in rendering them fit to use. It clearly appeared that the words 'faced and furrowed,' among millers, did not imply that the stones would be dressed and in a condition to use. It is evident that the defendants sought to add to and vary the written contract by showing previous negotiations and understanding of the parties as to the meaning of the words 'faced and furrowed.' This evidence was inadmissible." Broom's Legal Maxims (8th Eng. ed.), 460, sums up the matter thus: "In some cases indeed it is possible that any construction which the court may adopt may be contrary to the real meaning of the parties; and, if parties make use of such uncertain terms in their contracts, the safest way is to go by the grammatical construction.” Cf., however, Buckbee v. Hohenadel, Jr., Co., 224 Fed. 14, 26, 139 C. C. A. 478, where the subject-matter of two contracts was named “Chicago Pickle" in one and "Improved Chicago Pickling" in the other. The court said: "The plaintiff for support of its contention that both were used alike to designate 'Westerfield Chicago Pickle-an old and well-known variety 'especially desirable for pickling purposes' introduced (as heretofore) various seedmen who testified that the names were so used and known in the trade. This testimony was controverted, but, irrespective of such disagreement, we understand the alleged usage to constitute circumstantial evidence only of the meaning of the uncertain terms employed in the writing; that, although uniform usage may have strong probative force in the issue of fact thus raised, other circumstances attending the making are equally admissible to ascertain the mutual intention of the parties “therein.” The defendant offered proof that the variety tendered for purchase by him was 'Haskell' seed described with certainty; that he then quoted the 'Westerfield' variety at 85 cents per pound, and the 'Haskell' at 70 cents per pound, as optional for purchase; that the plaintiff selected the 'Haskell' tender accordingly for purchase; that they then adopted, as designation for the seed so purchased, the arbitrary name 'Improved Chicago Pickling,' as theretofore applied by the defendant; that 'the witness knew of no other strain or variety or kind of cucumber seed that was being sold under' such name; and that the name was so 'inserted in the contract by Mr. Hohenadel.' We are of opinion that the testimony thus offered was admissible for submission upon the abovedefined issue, and that error is well assigned for its rejection." 38 Aradalou v. New York &c. R., 225 Mass. 235, 114 N. E. 297, 299. § 612. Codes and abbreviations. It may be suggested that if the code language used by the parties has no meaning either normally or locally a different result should be reached from that appropriate in a case where the words used apparently had a clear significance which the code of the parties contradicted. But even in such a case it seems true at least that the Statute of Frauds would not be satisfied.39 If the contract was in writing, but not required to be by the Statute of Frauds, whether the parol evidence rule would invalidate it is more open to question.40 Frequently in written contracts abbreviations are used which are only intelligible to those engaged in a particular business. Parol evidence is admissible to show the special meaning that such abbreviations had, under the circumstances, surrounding the making of the contract.41 This is true though the contract is within the Statute of Frauds. 42 Even if an abbreviation was in fact not understood by one party, yet if the abbreviation was in such common use under similar circumstances that either party was justified in assuming knowledge by the other, it would seem that the local meaning of the abbreviation could be shown.43 Wigmore strongly argues for the universal rec 39 See supra, § 576. 40 In Carland v. Western Union Telegraph Co., 118 Mich. 369, 76 N. W. 762, 43 L. R. A. 280, 74 Am. St. Rep. 394, the plaintiff sent a telegram reading "Buy 3 May." He was allowed to testify in an action against the Telegraph Company for failure to deliver the message that the dispatch meant "Buy 3000 bushels of May wheat." The court intimated that the question would have been different had the Statute of Frauds been involved. See also Western Union Telegraph Co. v. Collins, 45 Kans. 88, 25 Pac. 187, 10 L. R. A. 515. 41 Mouton v. Louisville & N. Railway Co., 128 Ala. 537, 29 So. 602 ("K. D. and released"); Berry v. Kowalsky, 95 Cal. 134, 27 Pac. 286, 30 Pac. 202, 29 Am. St. Rep. 101 ("S. 87 Wheat"); Wilson v. Coleman, 81 Ga. 297, 6 S. E. 693 (C. L. R. P. oats); Savannah, etc., Ry. Co. v. Collins, 77 Ga. 376, 3 S. E. 416, 4 Am. St. Rep. 87; Penn Tobacco Co. v. Leman, 109 Ga. 428, 34 S. E. 679; Conestoga Cigar Co. v. Finke, 144 Pa. 159, 22 Atl. 868, 13 L. R. A. 438. 42 See supra, § 576. 43 It has been held that the meaning of an abbreviation where there is no such justifiable belief in its intelligibility cannot be shown. Rosenfeld v. Peoria D. & E. Ry. Co., 103 Ind. 121, 2 N. E. 344, 53 Am. Rep. 500. "L. & O. Ex. $20. R. R. val." was not allowed to be explained as meaning "Leaks and outs excepted $20 R. R. valuation," without proof that the shipper knew the meaning of the abbreviation. It seems open to argument, however, that one who accepts a contract written in a language which |