Heidlebaugh v. Miller

In Heidlebaugh v. Miller (1954) 126 Cal. App. 2d 35, the contract in question contained the phrase, "seller may, if he so desires, but shall not be obliged so to do, sell said property at public or private sale, with or with notice to Purchaser . . . ." Heidlebaugh v. Miller, supra, 126 Cal. App. 2d at page 36. The court upheld nonsuit on the ground no notice of the sale was required. The Heidlebaugh court concluded as a matter of law that the parties intended that the contract state "with or without notice," and that the word, "out," had been inadvertently omitted from the contract. Heidlebaugh v. Miller, supra, 126 Cal. App. 2d at page 40. The Heidlebaugh court stated that, "'Where, by inadvertence, words are plainly omitted from a contract, they may be supplied by construction if the context indicates what they are.'" Such alteration of the contract is permitted because, "'The court will if possible give effect to all parts of the instrument and an interpretation which gives a reasonable meaning to all its provisions will be preferred to one which leaves a portion of the writing useless or inexplicable; and if this is impossible an interpretation which gives effect to the main apparent purpose of the contract will be favored. Indeed, in giving effect to the general meaning of a writing, particular words are sometimes wholly disregarded, or supplied, or transposed. . . .'" Heidlebaugh v. Miller, supra, 126 Cal. App. 2d at page 38.