This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
An instrument which is in part a receipt may also contain contractual terms. In such case, while the part of it which is a receipt may be contradicted by extrinsic evidence, the contractual terms are within the operation of the parol evidence rule.1 A bill of lading,2 a storage receipt,3 or a warehouse receipt,4 often contained contractual terms which come within the operation of the parol evidence rule. Thus a shipper cannot introduce evidence of an oral contract to show that the clause in the written bill of lading, limiting the carrier's liability, was not to be operative,5 or to show that the contract was made with the consignee and not with the consignor.6 So where a bill of lading recited the delivery of 54,000 bushels of wheat, and provided "all the deficiency in cargo to be paid by the carrier and deducted from the freight, and any excess in the cargo to be paid for to the carrier by the consignee," the statement as to the amount of wheat received was thereby made a contractual term, and not a mere receipt; and accordingly, the carrier was liable for any deficiency, though he did not receive the amount stipulated.7 A certificate of deposit is a contract and not merely a receipt.8 Accordingly if signed "A, manager," and A was manager of a private bank, an oral agreement that the deposit was with another bank of which A was president cannot be enforced.9 An instrument which purports to be a release of claims of a receipt in full is contractual in its nature as far as it discharges one party thereto from liability.10 Accordingly, where a receipt in full is given in the settlement of all the claims of a certain class, extrinsic evidence cannot be introduced to show that the parties had, when such receipt was given, agreed that some specified claim should not be affected by the receipt.11 Thus an instrument acknowledging the receipt of a certain sum of money in consideration of which one party releases all interest in a given estate is a written contract, and the party thus releasing her interest cannot show an oral agreement that she should receive a greater sum than that mentioned in the receipt, in case another party interested in the estate received a greater sum.12 So an instrument as follows: "$15.5. Wooster, Ohio, May 13, 1890. This is to certify that I have this day settled with John Ely and he has paid me all he owed me, up to this date, and I have no claims or demands against him of any kind whatsoever. Mrs. Win. Jackson," is not merely a receipt but also a contract; and extrinsic evidence cannot be used to show that outstanding items of indebtedness were omitted.13 So if an action for personal injuries is settled by the parties, and a written instrument is executed which purports to be a full settlement and discharge of all damages in consideration of a certain sum of money, extrinsic evidence is inadmissible to show a promise by the party liable for damages to pay a further sum in settlement of such action.14 So where a creditor gives a release of a joint debtor, and surrenders a note executed by the joint debtors, extrinsic evidence is inadmissible to show an oral agreement that the other debtor should not be released.15 However, a receipt given "in full settlement of all claims and demands for all logs contained" in a specified raft of logs has been held to be a mere receipt, and not a contract, and hence not within the parol evidence rule.16
7 Mann-Boudoir Sleeping Car Co. v. Dupre, 54 Fed. 646; 21 L. R. A. 289; 4 C. C. A. 540.
8 Anderson v. Leverich, 70 la. 741; Union Bank v. Knapp, 3 Pick. (Mass.) 96; 15 Am. Dec. 182; Tal-cott v. Bank, 53 Kan. 480; 24 L. R. A. 737; 36 Pac. 1066; Davis v. Bank, 53 Mich. 163; 18 N. W. 629; Quattrochi v. Bank, 89 Mo. App. 500.
9 Mulligan v. Smith, 13 Colo. App. 231; 57 Pac. 731.
10 Rand v. Scofield, 43 111. 167; McKinney v. Harvie, 38 Minn. 18; 8 Am. St. Rep. 640; 35 N. W. 668.
11 French v. Newberry, 124 Mich. 147; 82 N. W. 840.
1 Coon v. Knap, 8 N. Y. 402; 59 Am. Dec. 502; Milos v. Covacevich,
40 Or. 239; 66 Pac. 914; Kammer-mayer v. Hilz, 107 Wis. 101; 82 N. W. 689.
2McElveen v. Ry., 109 Ga. 249; 77 Am. St.. Rep. 371; U S. E. 281; Louisville R. R. v. Wilson, 119 Ind. 352; 4 L. R. A. 244; 21 N. E.. 341; Sonia Cotton-Oil Co. v. The Red River, 106 La. 42; 87 Am. St. Rep. 294; 30 So. 303; Bank v. R. R, 44 Minn. 224; 20 Am. St. Rep. 566; 9 L. R. A. 263; 46 N. W. 342, 560; Van Etten v. Newton, 134 N. Y. 143; 30 Am. St. Rep. 630; 31 N. E. 334.
3 Thompson v. Thompson, 78 Minn. 379, 384; 81 N. W. 204; 81 N. W. 543.
4 Union Storage Co. v. Speck, 194 Pa. St. 126; 45 Atl. 48.
5 Davis v. R. R., 66 Vt. 290; 44 Am. St. Rep. 852; 29 Atl. 313.
6 Van Etten v. Newton. 134 N. Y. 143; 30 Am. St. Rep. 630; 31 X. E. 334.
7 Rhodes v. Newhall. 126 N. Y. 574; 22 Am. St. Rep. 859; 27 N. E. 947.
8Bickley v. Bank, 39 S. C. 281; 39 Am. St. Rep. 721.
9Bickley v. Bank. 39 S. C. 281; 39 Am. St. Rep. 721.
10Green v. Ry., 92 Fed. 873; 35 C. C. A. 68; Bull v. Bull, 43 Conn- 455; Squires v. Amherst, 145 Mass. 192; 13 X. E. 609; Morris v. Ry., 21 Minn. 91; Church v. Ry.. 63 X. J. L. 470; 43 Atl. 696; Jackson v. Ely, 57 O. S. 450; 49 X. E. 792; Conant v. Kimball, 95 Wis. 550; 70 N. W. 74: Vaughan v. Mason, 23 R. I. 348; 50 Atl. 390- Contra, French v. Arnett. 15 Ind App. 674; 44 X. E. 551; Mounce v. Kurtz, 101 la. 192; 70 X. W. 119; Allen v. Mill Co.. 18 Wash. 216; 51 Pac. 372.
11 Seeman v. Mining Co., 22 Ohio C. C. 311; 12 Ohio C. D. 206.