Hall v. First National Bank of Chelsea
53 N.E. 154
Mass.
1899
Check Treatment
Holmes, J.

The understanding alleged in the bill, that the bank would renew the plaintiffs’ notes until such time as the improvement in the business situation should enable the plaintiffs to proceed in business without such assistance, is an understanding which directly contradicts the promise expressed on the face of the notes. For whereas the promise expressed in the notes is a promise to pay money at the maturity of the instrument, the contemporary understanding cuts it down to a promise to give a new promise to pay. It is not denied, and, on the contrary, rather is implied in the bill, that the agreement to renew was not in writing. Adams v. Wordley, 1 M & W. 374. Young v. Austen, L. R. 4 C. P. 553. If so, it could not be *19proved in contradiction of any written contract, and especially not in contradiction of a bill or note in an action at law. Spring v. Lovett, 11 Pick. 417, 420. Batchelder v. Queen Ins. Co. 135 Mass. 449. Hoare v. Graham, 3 Camp. 57. Young v. Austen, L. R. 4 C. P. 553. Abrey v. Crux, L. R. 5 C. P. 37, 44. Hill v. Gaw, 4 Penn. St. 493. Heist v. Hart, 73 Penn. St. 286, 289.

In Flight v. Gray, 3 C. B. (N. S.) 320, there is an intimation that relief might be given in equity upon such a promise, and some American cases treat the repudiation of an oral understanding, even though entered into with no intent not to perform it, as itself a sufficient fraud. Rearich v. Swinehart, 11 Penn. St. 233, 238, 240. Taylor v. Gilman, 25 Vt. 411. Murray v. Dake, 46 Cal. 644. But this last notion has been denied by this court in cases depending upon somewhat similar principles. Bourke v. Callanan, 160 Mass. 195, 197. In Flight v. Gray, Willes, J. seems to have doubted, and, where there is no fraud other than that of relying upon the principles of law, we see no satisfactory ground for allowing the engagement in a note to be varied in this way in equity any more than at law, at least on behalf of a plaintiff seeking specific performance of the oral agreement. Dwight v. Pomeroy, 17 Mass. 303. Woollam v. Hearn, 7 Ves. 211, 219; S. C. White & Tudor, L. C. (6th ed.) 508, 513 (and see note, 525). Omerod v. Hardman, 5 Ves. 722, 730, 731. Pom. Eq. Jur. § 854, note. See Goode v. Riley, 153 Mass. 585, 587; Quinn v. Roath, 37 Conn. 16, 30.

Again, it is highly improbable that such an agreement as is alleged can mean to leave the determination of the time when money may be demanded to any one but the holder of the notes. See Hawkins v. Graham, 149 Mass. 284. On the face of it, it does not import a legally binding promise, but rather a hopeful encouragement sounding only in prophecy. We cannot discover an actionable contract. Still less one that can be specifically enforced. Every allegation in the bill is too vague and uncertain.

Bill dismissed.