*1 Aрpellant. v. Marcli 1962. Before C. Mus- Argued J., Bell, JJ. Cohen Eagen, manno, Jones,
reargument refused 1962. *2 John A. with him Jr., R. Metz, Benjamin Rothman, Kerman L. L. and Foreman, Guy Warman, Metz, Cook, Kanna appellant. é Kelly, Kglman M.
Walter with him Newman, A. Goldring, Mаrshall J. Leslie I. and Conn, Cohen, Newman, Ryan, and Geer for appellee. Goldring, Opinion Mr. Chief Bell, April Justice 1962:
This is an appeal final in equity decree ordering appellant to file аn question account. The involved is rule. applicability parol evidence
Defendant-appellant plaintiff-appellee, January 1, 1949, May on carried a so-called 15, 1954, joint venture of ma- selling, installing and providing terials the improvement modernization houses: Defendant had charge books records of the business and made distribution yearly profits.
On May 15, 1954, plaintiff gаve written notice the Mellon National Bank and Trust that the Company venture was joint dissolved as of the bank’s date receipt of his notice.
On defendant to- went to the gether Butler Office of the Mellon National and Trust Bank Company and presence of O. James Credit Howard, Manager of the Installment Loan and Kenneth Department, Assistant Noell, Jr., both,
Manager of said оffice, prepared writing, follows: defendant, as counsel, reading “agreement K. Saltzman been “Harry and Jack have associated each in joint with business ventures for the past arе but all association years, ending several of this relationships with each other as date.
“The acknowl purpose writing formally an other and all other edge persons eaсh all losses busi accounting* profits past due to ness between K. Harry ventures Saltzman Caplan has been made and distribution said full has been made and neither profits losses parties nor tо the other third owes monies *3 association as of this on account of the business date Caplan. K. and Jack It between Saltzman Harry and all and that understanding agreement any also еngaged and that shall be dealings business ventures K. by Saltzman or Jack Harry after date either this business separate own shall be each individuals Caplan obliga or and neither shall owe any duty dеaling, tion to the other. pos- hereto desire any also to avoid parties
“The one’s or any one of them personally sibility any the other or make claim may upon in the future hеirs for due anything for reason any other’s heirs K. Harry conducted relationship past Caplan. Jack Saltzman and his K. Saltzman for himself, Harry therefore “Now, Jack discharges Caplan, relеases and assigns heirs and any and forever from absolutely assigns and heirs his Caplan Jack against have may he has claims and all from the beginning whatsoever reason any for and himself, datе, to this world Harry and K. discharges releases assigns heirs * throughout, ours. Italics assigns absolutely Ms forever heirs and against may and all have claims he has
Harry K. Saltzman for from the reason whatsoеver beginning of the world to date. this parties
“In witness set hereto have whereof, day their May, hands seals 22nd of 1954. “sgd. (SEAL) JACK CAPLAN K. (SEAL) H. SALTZMAN “sgd. “Witness “James O. Howard
“Notary Public” agreement presence Mr. Plaintiff read this signing Howаrd Howard before Mr. it and stated to signing it. that he had read it and it understood before time The Chancellor found that defendant time informal received from accounts expenditures earnings their business profit but amount of due defendant, which was periodic these not “detailed” accounts. accounts were gave plaintiff two On defendant latter one for $1800, and the checks, $200 pay- full tendered in which check is recited, “This Caplan”, signed per signed ment “Jack as release”, plaintiff. payee present The who was the is the adjudication, in its said: lower Court, (that part “Although plaintiff’s testimony respect he what circumstances to where under Agreement May the Pelease 22nd, *4 $1,800.00) for cashed defendant’s checks $200.00 testimony patently officers in the of untrue view of Company in National Bank Trust of the Mellon Pennsylvania, is suf- evidence as the a whole Butler, defendant’s contention that said overcome ficent to plaintiff’s right formаl to a detailed, a bar release is plaintiff accounting in which de- of the business together engaged January 1, fendant 1949 were such can find no evidence. We 22,1954.” Notwithstanding Agreement relеase and the the notwithstanding no above set there was forth, evidence) proof (and convincing averment clear and agreement a the executed as release were Chan result of accident or mutual mistake—the fraud, of a cellor because held that the release was invalid promise by namely, defend failure of a consideration, prеpared detailed formal ant account would profits made of an accurate and full distribution future. to find near We have been unable promise testimony such of arguendo if suf but we аssume that there was witness, justify finding* that was ficient evidence to there promise agreement, prior such an oral to the written prior parol promise the evidence and its breaсh vary and would be inadmissible insufficient negate Agreement. written attempts nullify,
Although many
have been made to
negate
modern
evade, circumvent and
undermine,
parol
firmly
evidence
the rulе is
established:
rule,
now
purports
Where the written contract
covers
agreement
parties,
cover the entire
and there
*
only
remotely justify
The
con-
evidence which could
such a
following language
stipulation
clusion is
from the
which
plaintiff’s unprinted
derived from
“On
Exhibit 6:
June
Appellee
wife,
Caplan,
his
Rose
filed in
Tax
Court
at
United States
Docket tío. 80758 a
for
Petition
Redetermination
Alleged Deficiency
of an
set forth in a
notice
them from
Commissioner
Internal Revenue
said
dated June
1959.” In
ninety
(a
day letter)
notice
the Commissioner asserted additional
Cаplan
income was taxable to
wife,
Caplan,
and Rose
adjust
partnership
“To correct and
from the
income
Saltzman, Caplan,
Saltzman”;
Perilman &
and for 1958 “To reflect
pаrtnership
increase
partnership
Saltzman,
income from the
Caplan,
Saltzman”;
&
Perilman
and for
“To
reflect
increase
partnership
income from the
and Saltzman.”
happеned
There was no evidence
Caplan’s petition
as to what
redetermination of the
alleged
above mentioned
deficiencies.
*5
is no averment and proof that
omittеd
anything therefrom by
or
fraud, accident,
all
prior
mistake,
contemporaneous
representations
ver
negotiations,
bal agreements are superseded
agree
the written
ment,
parol evidence is inadmissible to
alter
contradict or
or add
vary
to or subtract from or modify
or supersede the written contract:
v.
Pellegrene
Luther,
Defendant’s oral alleged promise flies so flatly the teeth of parol evidence rule permit its admissibility or to evidence, base a decree thereon, would completely destroy wipe out the parol evi- dence rule.
Decree costs to reversed, be paid by appellee.
Mr. Justice O’Brien took part no in the considera- tion decision of this case.
Dissenting Opinion by Mr. Justice Cohen: I do not agree that appellee precluded parol evidenсe rule from obtaining an accounting. Ap- not pellee is to alter attempting or contradict written agreement. he is Rather, claiming there terms within
has been a failure of consideration
*6
ac
an
received
to wit:
that hе never
the contract,
a
Such
agreement.
accordance with
counting
heart
to the very
strikes
failure
consideration
proved
be
can
relationship
the contractual
127 Atl.
Pa. 135,
v.
282
Piper
parol
Queeney,
evidence.
Williams
N.Y. v.
Trust Co.
Guaranty
(1925);
P.L.E.
To otherwise, rule —that evidеnce purpose parol feats the very relations contractual promote certainty is, to an perpetration of fraud prevent failure evidence By excluding аgreement. court expressed contract, the consideration in securing appellant his shrewdness rewards required before he furnished release appellee’s facts him permits suppress accounting, and, thereby, part. not reveal fraud on his might which might practice In accident common settling it is cases, sign require companies for insurance claimаnts receipt acknowledged. payment releases wherein release signed a claimant has returned the Only after obliga- the insurer a check of its discharge does send cоurt hold tion. Would this that a claimant would reason of such a release precluded by to show that a check attempting was never sent by I insurer? think not. present
In the appellant suffers little situation, required proof complete offer being appellee. accounting given accurate On the appellee is if severely harmed he had not re- hand, rightful profits ceived his share of the earned in his appellant. activities with Benjamin R. joins Mr. Justice in this dis- Jones opinion. senting