Marcevich

By contract, defendants became the exclusive wholesale distributors of plaintiff’s milk and dairy products in the Watsonville area. After five years of operation under the contract, defendants exercised their option to terminate it. Plaintiff brought this action on the common counts to recover a balance claimed due for products theretofore delivered to defendants. Defendants answered by general denial and pleaded, by way of counterclaim, a common count for money had and received. At pretrial conference, the parties agreed that their dispute involved the prices for fluid milk charged by plaintiff under the written contract. Plaintiff contended that it had the right to fix fluid milk prices to be charged, and defendants contended that plaintiff could charge only the minimum resale prices fixed by the State Bureau of Milk Control. The pretrial order recited these contentions and the admission in evidence of the written contract of the parties.

The ease was tried to the court sitting without a jury, and much extrinsic evidence was introduced by both sides as to ■ the circumstances under which the contract was entered into and the acts of the parties under it during the five years it…