WASHINGTON. Circuit Justice.

The reasons which torbio the admission of parol evidence to alter, oi explain written agreements. and other instruments, do not apply to those contracts implied by operation of law. such as that which the law implies in respect to the indoisei of a note of hand. The evidence of the agreement made between the plaintiffs and defendants, whereby the latter were to be discharged on the happening of a particular event, was therefore pioperly admitted hat that agreement was. the jury miM decide from that evidence. But it appears to the court to be ■quite immaterial whether the defendants were to lie exonerated in case the plaintiffs should be indebted to Burr to a greater amount than this note at the time when it should become due. or when the work should be finished; provided you are satisfied that *452they were so indebted when the látter event happened. As to the objection made by the defendants’ counsel, on the ground of the surrender to Burr of the securities he had given them, no opinion respecting it need be given, since the contract between the plaintiffs and Burr, .pointing out the objects for which the security was given, is not before the court, and parol evidence of its contents is inadmissible.

NOTE BT MB. JUSTICE WASHINGTON. My opiniou upon the point of jurisdiction was that the court could not take it, if any of the stockholders were citizens of this state, although the president and directors were not. The corporate body are the plaintiffs, although they sue by their corporate name. This is obviously the meaning of what was said in Bank of U. S. v. Deveaux [supra], which was misunderstood by Mr. Sergeant in his Constitutional Law.

No opinion need be given upon the question of jurisdiction, although we have a decided one, as it seems to the court that the plaintiffs must fail upon the first. If, however. the jury should think otherwise, they will find, subject to the opinion of the cburt, whether the court has jurisdiction, the president and directors being citizens of Maryland, and some of the stockholders citizens of this state. Verdict for defendants.