123 Minn. 69 | Minn. | 1913
It is true that, where a part only of the-agreement between the parties is reduced to writing, it is competent to prove by parol the existence of any separate oral agreement as to any matter on which the document is silent, and which is not inconsistent with its terms. Phoenix Pub. Co. v. Riverside Clothing Co. 54 Minn. 205, 206, 55 N. W. 912. But this agreement was not incomplete. The criterion of the completeness or incompleteness of the writing is the writing itself. We do not mean that the court is limited to a mere inspection of the document. As in other cases of doubtful construction, the court is at liberty to view the circumstances under which, and the purpose for which, the writing was executed. Where the writing, construed in the light of such circumstances, shows that it was not meant to contain the whole bargain between the parties, then parol evidence is admissible to prove a term upon which the writing is silent, and which is not inconsistent with what is written; but, if it shows that the writing was meant to contain the whole bargain between the parties, no parol evidence can be permitted to introduce a term which does not appear there. Wheaton Roller-Mill Co. v. John T. Noye Mnfg. Co. 66 Minn. 156, 160, 68 N. W. 854; Potter v. Easton, 82 Minn. 247, 250, 84 N. W. 1011.
Tested by this rule it cannot be held that the written contract is incomplete. By its terms it makes the obligation to pay absolute. There are no surrounding circumstances that place the contract in any different light. The proof of surrounding circumstances that defendant introduced was simply proof that the contract made was different from the terms of the written instrument. Such evidence is not permissible. To allow a party to lay the foundation for such
It is true that proof is admissible of any collateral parol agreement, or of any independent fact, which is not inconsistent with, or does not qualify, any of the terms of the written contract, even though it may relate to the same subject-matter. Backus v. Sternberg, 59 Minn. 403, 61 N. W. 335; H. H. King & Co. v. Dahl, 82 Minn. 240, 84 N. W. 737. But the alleged oral stipulation, which defendant attempted to prove in this case, was in no sense collateral to or independent of the main contract. The alleged oral stipulation provided that the obligation shall be conditional, and provided for nothing else. The particular element of the alleged intrinsic evidence is accordingly dealt with in the writing. Defendant simply attempted to prove that it was verbally stipulated as an integral part of the negotiation that the obligation, which by the terms of the writing was absolute, should in fact be conditional. This he cannot do.
It is true that, in case of a simple contract in writing, it is competent to show by parol that, notwithstanding its delivery, the parties intended that it should be operative as a contract only upon the happening of a future contingent event, or the performance of a condition, such as that it should first be executed by some other person. Merchants’ Exchange Bank v. Luckow, 37 Minn. 542, 35 N. W. 434; Westman v. Krumweide, 30 Minn. 313, 15 N. W 255; Skaaraas v. Finnegan, 31 Minn. 48, 16 N. W. 456; Smith v. Mus
Defendant contends that it is equally proper to prove a parol agreement that upon the performance of a subsequent condition, or the happening of a subsequent contingency, the obligation of the contract should cease to be operative. Defendant’s contention is not without authority to sustain it. There are some decisions that so hold. But we believe this is not the prevailing rule, and in our opinion it is not the correct rule. See 17 Cyc. 641 — 643, and cases, cited.
There is a radical difference between a conditional delivery, which is not to become complete and effective until the happening of some condition precedent, and a complete delivery which is sought to be defeated by subsequent contingencies that may or may not arise. In the one ease there is no contract until the condition has been complied with. In the other there is a binding contract notwithstanding the happening of the contingency relied upon to defeat it. Jamestown v. Allen, 172 N. Y. 291, 64 N. E. 952, 92 Am. St. 740. The very essence of an obligation is its validity and enforcement. Hence an oral agreement, alleged to have been a part of the transaction, that the obligation should not be binding, can never be permitted to be shown, for the writing necessarily determines that very subject to the contrary. An extrinsic oral agreement providing a condition qualifying the operation of a written obligation is ineffective, for an obligation absolute is plainly exclusive of a condition. 4 Wigmore, Evidence, § 2435.
We conceive the correct rule to be that, where a written contract, is made and delivered, and nothing remains to complete its execution, parol evidence is inadmissible to prove an understanding that
We regard this rule as established by previous decisions in this state. As early as 1888 it was said by Mitchell, J., in Curtice v. Hokanson, 38 Minn. 510, 38 N. W. 694: “It ought to be settled by this time that parol evidence is inadmissible to show that an absolute agreement for the payment of money * * * was only do be performed in a certain event. Such evidence was very properly excluded by the court.”
In Harrison v. Morrison, 39 Minn. 319, 40 N. W. 66, a defense was interposed to a promissory note that there was an oral agreement, annexed as a condition to its payment, that if the defendant should be forced to make an assignment for the benefit of his creditors, (which he was), the plaintiffs should file their claims on the note with the assignee, as provided by the statute, and execute and file with the clerk of the court a full release to the defendant of all claims, other than such as might be paid by the assignee under the provisions of the statute. This was held inadmissible. The court said: “By their terms the defendant promised to pay absolutely the full amount of the notes at the dates therein named. The proposed parol evidence had no tendency to prove either a want or failure of consideration, but merely to show that a condition was annexed to the manner of payment, and amount to be paid, different from that expressed in the notes. The notes on their face purport to be a complete expression of the whole agreement of the parties, and it must be conclusively presumed that they have introduced into them every material term of the contract. It is not a case where the agreement was oral, and the writings executed in performance of part of the agreement, leaving another and separate part of it still wholly in parol, as in Healy v. Young, 21 Minn. 389. Neither is it a case of a separate collateral agreement upon a matter distinct from that to which the writings relate, and upon which they are
Defendant relies much on the case of Germania Bank of Minneapolis v. Osborne, 81 Minn. 272, 83 N. W. 1084. This decision is not controlling here. That was an action on a promissory note. Defendant offered to prove that the plaintiff, in order to induce defendant to purchase four shares of its stock so that he might become a director, agreed with defendant that if he would do so it would take his note for the purchase price, that at any time defendant should cease to be a director of the bank or should desire to return, surrender or resell his stock to the bank, it would repurchase the same at the price paid by defendant, by surrendering the note. It was held that the transaction was a sale coupled with a right or privilege of return, that the note expressed only the method of payment for the stock in case the maker did not exercise the -option to return it. The note was not itself the contract, but was simply executed and delivered as a result of the contract. It was but part of the negotiation, and proof of the whole transaction was held competent. See also McNaughton v. Wahl, 99 Minn. 92, 96, 108 N. W. 467, 116 Am. St. 389.
Order affirmed.