21 P.2d 311 | Kan. | 1933
The opinion of the court was delivered by
This action was brought first in the city court of Wichita, by W. H. Stanley and J. W. McOscar against H. H. Blair and The Texas Company, to recover $800 alleged to have been advanced by plaintiffs to landowners as rentals on oil and gas
In the sale of the leases to Blair, the negotiations were carried on by Stanley with Blair, but it appears that J. W. McOscar had acquired a half interest with Stanley in the leases, and hence he was named as a plaintiff and is one of the appellants.
Negotiations were had for the sale of the leases in March, 1930. Blair was at Hugoton, near which the leased lands are situated, and Stanley resided in Wichita. Some negotiations were had over the telephone as to the leases, and on the following day Stanley went to Hugoton where they came to an agreement to sell the leases for $2.50 an acre, which was reduced to writing in the following terms:
“Purchase Agreement. The undersigned, W. H. Stanley, agrees to deliver to H. H. Blair, on or before the - day of -, 1930, valid oil and gas leases and assignments thereof to H. H. Blair, covering the following described acreage in Stevens county, Kansas, to wit: southwest quarter (S'W%) of section 6-34-35W, at $2.50; southwest quarter (SW%) of section 18-34-35W, at $2.50; south half (S%) of section 11-34-36W, at $2.50; northeast quarter (NE%) of section 17-35-35W, at $2.50. And it is hereby understood and agreed that certificates of title, statements of status of loans, and all other requirements necessary to complete title, are to be furnished with oil and gas leases and assignments, payment to be made upon approval of title by H. H. Blair. Providing W. H. Stanley can get leases out of banks which said banks are holding leases in escrow.
(Signed) W. H. Stanley.
Accepted (Signed): H. H. Blair, V. Kistler.”
As to Blair there was some testimony to the effect that statements made by him subsequent to the contract might be interpreted as expressing a purpose to pay for the rentals but, as to that, it may be said there was no consideration therefor.
Plaintiffs also alleged in their petition that in order to get the leases out of escrow, it was agreed between the parties that plaintiffs should pay the rentals, and defendants would pay them or the property would be reassigned to plaintiffs. Whatever may have been said by the parties in the negotiations for the sale, the contract was put in writing and, it being definite and complete, parties cannot add to, alter or vary the terms of that instrument. The contract quoted was reasonably clear and complete. The terms as to the property sold and the consideration to be paid for it were contractual in their nature and are conclusive upon the parties. There was no attempt to reform the contract, nor was there any charge of fraud or mutual mistake in making the written contract. The attempt to show or recover a greater consideration was without force, in that it necessarily operated to vary the terms of the written agreement, and justified the court in sustaining the demurrer to plaintiffs’ evidence. The negotiations over the telephone were followed by the making of the written contract in which the parties embodied the conditions of the transaction. In a contract for the sale of property
“The pleaded oral contract of warranty, if made at the time the engine was ordered and purchased, was not good for the reason that it tended to vary the terms of the written contract. If the oral contract was made after the written order had been signed and after the engine had been purchased, it was not good because there was no consideration therefor, either pleaded or proved. (Citing cases.) Neither could the pleaded oral contract and agreement made at the time of the writing, dated November 9, 1915, be admitted to add to, alter, or vary the terms of that instrument.” (p. 709.)
In Hazelton v. Chaffin, 109 Kan. 175, 197 Pac. 870, it was said:
“Here the defense was a parol agreement at variance with the written contract. Such a defense is never permitted unless some species of fraud or mutual mistake is also pleaded and proved. Where there is neither plea nor proof of fraud or mutual mistake, it is conclusively presumed that the written contract contains the whole terms and the only terms of the contract; and a person who has thus obligated himself cannot defeat a recovery on such contract by parol evidence of matters at variance therewith. Were the rule otherwise the making of a written contract would be a vain and useless undertaking. This has always been the law in this state.” (p. 177.)
If there were any subsequent oral agreements by Blair as to the price to be paid for the leases, to uphold them it would be necessary to prove a consideration, and it is clear that no consideration was to be paid for the claimed agreements. In Tong v. McArthur, 121 Kan. 870, 250 Pac. 262, there was a sale of a barber shop, and the writing recited a specific consideration. It was claimed that the parties also had an oral contract to the effect that the defendant should not engage in business as a barber in the vicinity for a specified time. In holding that the alleged contract could not be proven, the court said, among other things :
“The writing between the parties, admitted at the opening statement to have been executed by defendant and received by plaintiff, says the entire consideration was given for the property sold as described in the writing. In the face of this writing it is not competent for plaintiff to show that this consideration also included compensation for ancillary parol agreements.” (p. 872.)
The judgment for defendants is affirmed.