The opinion of the court was delivered by
With the exception herein noted, we concur in the findings of fact made by the learned viсe-chancellor, and his conclusion that complainant is entitled to equitable rеlief.
We do not, however, subscribe to the doctrine, enunciated in his opinion, that the рarol evidence rule may be “applied or disregarded in courts of equity as the ends of justice required.” It is elementary that if the written contract purports to contain thе whole agreement, and it is not apparent from the writing itself that something is omitted to be suрplied by extrinsic evidence, parol evidence to vary, contradict or add to its terms is inadmissible. When the parties to a contract have deliberately reduced thеir stipulations to writing, in such terms as import a legal obligation, without ambiguity or uncertainty as to thе object or extent of their respective undertakings, it is conclusively presumed that еvery term of their contract was included in the writing. Childs v. South Jersey Amusement Co., 95 N. J. Eq. 207.
This rule obtains in equity as well as at law. It is a rule of substantive law, and not of evidence merely. But in the former jurisdiction fraud, mistake, surprise and аccident furnish exceptions to this otherwise universal doctrine. To relieve against the consequences of the foregoing is one of equity’s most salutary remedial functions, and, when a written contract is involved, parol evidence is always admissible to establish the basis for such equitable interposition. It is settled that in suits in equity to reform a written instrument on the ground оf mistake, parol evidence is admissible to establish the fact of the mistake. This is likewise true of suits to rescind and cancel a written instrument, on the ground that, because of a mistake of one of the parties, their *140 minds did not meet upon the same matter, and no agreеment was really made; and a fortiori when the ground of relief is fraud. Runyon v. Farmers’ and Mechanics’ Bank of New Brunswick, 4 N. J. Eq. 480; Stoutenburgh v. Tompkins, 9 N. J. Eq. 332; Firmstone v. DeCamp, 17 N. J. Eq. 317; Waldron v. Letson, 15 N. J. Eq. 126; Wirtz v. Guthrie, 81 N. J. Eq. 271; Pom. Eq. Jur. (4th ed.) §§ 858, 859, 1377. Another apparent exception permits the introduсtion of parol evidence to show that a deed absolute on its face was intеnded to be a security, even though there was no fraud, mistake or accident. This is not, howеver, treated as an exception, but as entirely outside of the parol evidenсe rule. Wilbur v. Jones, 80 N. J. Eq. 520; O’Brien v. Paterson Brewing and Malting Co., 69 N. J. Eq. 117; Pom. Eq. Jur. § 1196. And, on the same principle, consideration mаy also be inquired into-by parol. Dieckman v. Walser, 114 N. J. Eq. 382.
Here the familiar jurisdiction of equity in cases of fraud is invokеd. It is elementary that a court of equity has general jurisdiction in all cases of fraud. The sole question, in such cases, is the propriety of exercising this inherent power possessed by the court. When the primary right is legal, and the jurisdiction of the- law courts is concurrent, аnd the remedy at law is adequate, certain and complete, equity will not ordinarily assume jurisdiction. But its right to-do so cannot be questioned. Commercial Casualty Insurance Co. v. Southern Surety Co., 100 N. J. Eq. 92; affirmed, 101 N. J. Eq. 738; Martin Co. v. L. Martin & Wilckes Co., 75 N. J. Eq. 39, 53 (reversed, but not as to this point, Ibid. 257); Eggers v. Anderson, 63 N. J. Eq. 264; Hubbard v. International Mercantile Agency, 68 N. J. Eq. 434; Dawson v. Leschzimer, 72 N. J. Eq. 1; Mazzolla v. Wilkie, Ibid. 722; Krueger v. Armitage, 58 N. J. Eq. 357; 21 C. J. 109. In a case such as this there may be cancellation of the contract. Vreeland v. New Jersey Stone Co., 29 N. J. Eq. 188; affirmed, Ibid. 651; Roberts v. James, 83 N. J. Law 492; Pom. Eq. Jur. §§ 110, 870, 1377.
Moreover, the complaint stated, in the alternative, two-inconsistеnt causes of action, i. e., (1) the asserted right to recover the sum paid based upon the theory of rescission of *141 the contract for fraud; and (2) reformation and specifiс performance of the contract. Appellant apparently was in doubt аs to the nature of his cause of action, and in this situation he was justified in so pleading. Chancery rule No. 52. There may be reformation where, either through a mistake common to both parties, or thrоugh the mistake of the complainant accompanied by the fraudulent' knowledge аnd procurement^of the defendant, the written instrument fails to express the real agreement or transaction. Lloyd v. Hulick, 69 N. J. Eq. 784; Green v. Stone, 54 N. J. Eq. 387; Ordway v. Chace, 57 N. J. Eq. 478; Pom. Eq. Jur. §§ 870, 1376. It was entirely proper, in the one suit, to ask for reformation and specific performance of the cоntract as reformed. Hendrickson v. Ivins, 1 N. J. Eq. 562; Wirtz v. Guthrie, supra; Segal v. Lesire Corp., 113 N. J. Eq. 198; Pom. Eq. Jur. §§ 861, 862, 866. And it is the settled rule that, having properly assumed jurisdiction on any ground, equity will proceed to give the relief to which complainant is entitled.
Nor are we in accord with the view that, “by its acceрtance of the complainant’s subscription after knowledge of the inducing representation,” defendant ratified the agent’s acts. There was evidence, making demonstrаbly clear the agent’s authority to make the agreement of repurchase. Assuming the contrary,, however, there was none tending to show any act by appellant that, under the circumstances, was tantamount to ratification. ■
Decree affirmed.
For affirmance — The Chief-Justice, Teen chard, Bodine, Heher, Perskie, Yah Buskirk, Hetfield, Dear, Wells, JJ. 9.
For reversal — Parker, Lloyd, Case, Donges, Kays, JJ. '5.