141 P. 163 | Or. | 1914
delivered the opinion of the court.
“Portland, Oregon, January 12, 1912. “Jos. S. Grill, Portland, Oregon.
“We hereby give to you option to purchase the hull of the steamship ‘Minnie D. Kelton’ for a period of sixty days from the- above date and on the following terms: Upon taking over the boat the sum of $10,000 is to be paid in' cash, the balance of $10,000 with interest at seven per cent per annum on or before one year at your option. Security satisfactory to the seller for the balance of $10,000, with interest shall be furnished by you before title to the boat shall pass from the seller to you. If at .the end of sixty days from the above date a financial showing can be made satisfactory to A. L. Mills of the First National Bank of Portland, Oregon, then this option may be extended.
“Yours very truly,
“ [Signed] Columbia Contract Co., “Per Daniel Kern,
“ President.r’
Section 713, L. O. L.', says:
“When the terms of an agreement have been reduced to writing by the parties, it is to be considered as con*281 taining all those terms, and therefore there can be, between the parties and their representatives or successors in interest, no evidence of the terms of the agreement, other than the contents of the writing, except in the following cases: 1. Where a mistake or imperfection of the writing is put in issue by the pleadings; 2. Where the validity of the agreement is the fact in dispute. But this section does not exclude other evidence of the circumstances under which the agreement was made, or to which it relates, as defined in Section 717, or to explain an ambiguity, intrinsic or extrinsic, or to establish illegality or fraud. The term ‘agreement’ includes deeds and wills as well as contracts between parties.”
Section 717, L. O. L., provides only a canon of construction not applicable here.
It is settled law under this section quoted that when parties reduce their agreement to writing, it supersedes all former verbal negotiations and must thenceforward, until fulfilled, modified or rescinded, constitute the only standard of conduct between the parties respecting the subject matter of the agreement. Among those cited in the note to this section are the following cases illustrative of this principle: Tallmadge v. Hooper, 37 Or. 512 (61 Pac. 349, 1127); Stoddard v. Nelson, 17 Or. 417 (21 Pac. 456); Portland Nat. Bank v. Scott, 20 Or. 421 (26 Pac. 276); Hindman v. Edgar, 24 Or. 583 (17 Pac. 862); Marx v. Schwartz, 14 Or. 181 (12 Pac. 253); Weidert v. State Ins. Co., 19 Or. 261 (24 Pac. 242, 20 Am. St. Rep. 809). See, also, Williams v. Hood River Ry. & Power Co., 57 Or. 251 (110 Pac. 490, 111 Pac. 17, Ann. Cas. 1913A, 177). The court was in error when it received such testimony.
The judgment of the Circuit Court is reversed and the cause remanded, with directions to enter a judgment of nonsuit. Reversed, With Directions.