Arioto

Plaintiff Delta Dynamics, Inc. developed a trigger lock for use as a safety device on firearms. On March 23, 1961, it entered into a contract with defendants, partners doing business as the Pixey Distributing Co., for the distribution and sale of the locks throughout the United States. The contract was to run for five years from the date of the first delivery of the locks, and Pixey was given an option to renew the contract for another five years. Delta agreed to manufacture or arrange for the manufacture of the locks and to supply them to Pixey, which it appointed as exclusive distributor. Pixey agreed to pay for the locks at specified prices. Pixey promised to promote the locks diligently and “to sell not less than 50,000 units within one year from the date of delivery of the initial order” and not less than 100,000 units in each of the succeeding four years. “Should Pixey fail to *527 distribute in any one year the minimum number of devices to be distributed by it . . . this agreement shall be subject to termination” by Delta on 30 days’ notice. The contract also provided that ‘‘In the event of breach of this agreement by either party, the party prevailing in any action for…

Both on the basis of the four corners of the contract and the context in which the interrogation proceeded, the trial court properly excluded parol evidence.

Defendant’s counsel, in direct examination of his own witness, asked: “All right now, Mr. Hoffman. During the negotiations that culminated in the execution of this contract between your company and Delta Dynamics, was there any conversation or discussion as to what would happen as far as Pixey Distributing Company is concerned if they, failed to meet the minimum quota set up in that contract?” (Italics added.)

An objection was made by plaintiff’s counsel and sustained by the court. Defense counsel neither made an offer of proof nor any further effort to demonstrate there was an ambiguity in the contract, or if there was, to offer an explanation.

On that frail record of a fleeting and demonstrably improper single question, the majority reverse a judgment to which the trier of fact found plaintiff clearly entitled on the weight of the evidence.

It is hornbook law that conversations, discussions and negotiations culminating in a written instrument are not admissible in evidence. Indeed, since 1872 Civil Code section 1625…