20 Iowa 347 | Iowa | 1866
Assuming the construction work was performed by him as a sub-contractor, the railroad company recognized its liability to him, and undertook to pay the same in the manner and form specified in the drafts, upon which he recovered judgment. The judgment settled the question of the old company’s liability to the plaintiff for this debt; and whether it was originally liable to Mason & Co. or to plaintiffs, is entirely immaterial. The language of the decree is not that certain contractors, or certain persons are to be paid as therein contemplated, but “that the indebtedness * * * * for the construction of the second forty miles of the road,” shall be paid and settled either in cash or preferred stock. And though there had been no judgment, and the drafts had been issued to Mason & Co., if held by plaintiff, he would be entitled to the relief asked, provided the indebtedness arose in the manner contemplated by the decree. Therefore the settlement with Mason & Co., and the cancellation of the contract in July, 1859, could not affect plaintiff’s right; for there is no pretense that this indebtedness was paid, or otherwise regarded than as so much adjusted with a sub-contractor, the same being passed to the credit of the railroad company in said settlement. The indebtedness remained in full force, and this settlement did not operate to discharge it. Whether in its original form or merged in the judgment, if an indebtedness within the meaning of the decree, the new company would be liable, and liable to the holder of the same. And if Mason & Co., as original contractors, might maintain this action so may plaintiff.
The language “for construction of the second forty miles of road ” is plain, unambiguous and needs no explanation. It is agreed on all hands, that the road was divided
Again, it must be remembered that this proof was offered to establish the existence of the record and its tenor, as well as plaintiff’s right thereunder. As such it is the only proper legal evidence of itself, and is conclusive of the fact of its rendition, and of all the legal consequences
Not only so, but it must not be forgotten that the rule under consideration was intended primarily to exclude parol evidence of the language of the parties, tending to contradict, vary or add to that which the writing itself contains. And this, because, in the case of ordinary contracts, they have themselves committed to writing all by them deemed necessary or essential to give full expression to their meaning, and because of the mischief which would result, if verbal testimony were in such cases received. 1 Greenl., § 282; Weston v. Eames, 1 Taunt., 115; Barrett v. The Union Mutual Fire Insurance Company, 7 Cush., 175; Sayward v. Stevens, 3 Gray, 97; Trustees of Church in Hauson v. Stetson, 5 Pick., 506; Crawford v. Spencer, 8 Cush., 418; Taylor v. Sayre, 4 Zabr., 647; Hamble v. Hunter, 12 Ad. & El. (N. S.), 310. And see Lorton v. Earl of Kingston, 5 Clark & Fin., 269; Whittaker v. Johnson County, 12 Iowa, 595, and cases there cited.
The case before us does not involve the question whether the decree is not inconclusive because plaintiff was not a party to it. Eor it is admitted, that plaintiff is in some form entitled to its benefits, either as a common unsecured creditor, and hence entitled to common stock, or as a contractor on the second forty miles, and hence to receive cash or preferred stock. And the object of the proposed proof was to vary or add to the language of the decree. In other words, to show that the court in the use of plain, unambigu
Affirmed.