5 Day 359 | Conn. | 1812
(After stating the case.) The only question in this case, is, whether the evidence rejected, is by law, admissible and relevant ?
This evidence was rejected, apparently, on the ground, that it sets up a parol agreement accompanying the note, w hich will alter, add to, or change the written contract, or annex to it a parol condition, on the performance of which, the note was to become void. If this be a just view of the subject, the evidence is clearly inadmissible.
The plea states an accord and satisfaction, subsequent to the date and execution of the note. This Is, clearly, a good bar. But an accord, without satisfaction, is, in no case, a bar to an action on a written contract; nor is the delivery of a collateral article, or the performance of services, to a sufficient amount to satisfy the demand, any bar ; unless it can be shewn, that the plaintiff accepted the same, in full satisfaction, either at the time of the performance, or agreeably to his previous accord and engagement with the defendant.
if the collateral articles be received, or the services performed, and accepted, in conformity to a previous accord proved by the defendant, the plaintiff can never be admitted to deny, that he received them, in full satisfaction. The acceptance in satisfaction, is the whole gist oí the defence; but to prove this, it is necessary to produce evidence of the previous accord.
In the present case, the agreement offered to be proved, by testimony, was, of itself, and until a subsequent perform-
For these reasons, the judgment is erroneous, and ought to be reversed.
It cannot be questioned, that all parol agreements, made previous to, or at the time of a written contract, on the same subject, are absorbed by the instrument in writing. That must speak the language of the parties, and must be considered as containing the whole contract. Whatever agreement or understanding there may have been between these parties, relative to the payment of the debt in question, so far as it was different from the note, it was, by the note, rendered of no avail, unless fulfilled. No suit could be sustained upon such unexecuted agreement; nor could it be set up as a defence against the note. The acceptance, also, might ahvays have been refused, notwithstanding the agreement. But, it is a principle equally clear, that a note for money, may be satisfied by labour, if performed and accepted iu satisfaction. In this case, it is claimed, that satisfaction has been so made. If made and accepted, it is a good bar, with or without a previous agreement; but labour performed, or articles delivered to the promisee, cannot be applied, unless received on, or in satisfaction of, the note. Whether they were so received, is a question of fact, which may be fairly inferred, by the jury, from proof of a previous agreement, that if delivered, they should be so received. For this
In the argument: of this cause, much ingenuity and learning has been displayed, in attempting to get round the plain, well known principle of law, that all parol agreements, made at the time of entering into a written contract, are merged in the written agreement. But, after all lhat can be said, on this subject, it must finally come to this, that the note was either to be paid in money or labour. It is claimed, on one part, that it was to he paid in money ; and the note itself, is relied upon, as proof of l|iis. On the other part, it is contended, that it was to be paid in labour ; and the only evidence of this, is, a parol agreement.
There could have been but one valid agreement made, on this subject, at the time : But the question is put to us-whether the agreement, as it appears from the note, or that which is claimed to have been made, by parol, shall prevail! In my judgment, it is perfectly clear, that the note is the only thing to be regarded. And should a parol agreement be proved, like the one stated, the court would be hound, in point of law, to conclude, that the agreement was altered, or abandoned by the parties, before the note was finally delivered.
Whether this parol agreement is to be set up to destroy the note, directly, or by more indirect means, can make no difference; since it could have no legal existence, for any purpose.
Therefore, as the agreement, if proved, could have no legal effect, the court did right in rejecting the evidence,
Judgment reversed.
