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.
The so-called parol evidence rule has no application where the issue is whether or not the contract sued upon was entered into, and the evidence offered was for the purpose of showing that no contract was in fact made. Extrinsic evidence is admissible to show what took place at the execution of the instrument as affecting its validity.1 Indeed, without such evidence a written contract could never be shown to be valid. Thus where A denies that he ever assented to the written contract alleged by B, A may show the oral contract which, as he claims, was the only contract entered into.2 Evidence is admissible to show that one who is alleged to have signed an assignment of an insurance policy by mark did not sign it, was unable to read and did not know the contents of the assignment.3 So where a written contract is in form an offer by A, accepted by B in writing, it may be shown that B accepted it in writing before A agreed to it or signed it, and hence that it was really
1 Verzon v. McGregor, 23 Cal. 339; Black v. Ry., Ill 111. 351; 53 Am. .Rep. 628; Uhl v. Moorhous, 137 Ind. 445; 37 N. E. 366; Saf-ranski v. Ry., 72 Minn. 185; 75 N. W. 17.
2 Brennecke v. Heald, 107 la. 376; 77 N. W. 1063; Church v. Case, 110 Mich. 621; 68 N. W. 424; Reiner v. Crawford, 23 Wash. 669; 83 Am. St. Rep. 848; 63 Pac. 516.
1.Jordan v. Davis, 108 111. 336; Williams v. Hall. 2 Dana (Ky.) 97; Wilbur v. Stoepel, 82 Mich. 344; 21
Am. St. Rep. 568; 46 N. W. 724; Johnson v. Smith, 165 Pa. St. 195; 30 Atl. 675; McCartney v. McCartney, 93 Tex. 359; 55 S. W. 310; reversing 53 S. W. 388; Hindle v. Holcomb, - Wash. -; 75 Pac. 873; Flowers v. Fletcher, 40 W. Va. 103; 20 S. E. 870; Curry v. Colburn, 99 Wis. 319; 67 Am. St. Rep. 860; 74 N. W. 778.
2 Brennecke v. Heald, 107 la. 376; 77 N. W. 1063.
3 Wienecke v. Arbin, 88 Md. 182; 44 L. R. A. 142; 40 Atl. 709.
B's offer.4 So if a clause in a written contract executed by an agent makes it subject to the approval of the principal, it may be shown that the principal assented to such contract in advance.5 It has been held that it may be shown that a written contract was a mere formality, and never was to take effect.6 Thus evidence is admissible to show whether a person whose name appears upon an instrument in a place customary for a witness signs as a witness or as a maker;7 to show whether one signing a negotiable note on the bank did so before or after delivery, where, if the note were signed before delivery he would be liable as a co-maker ;8 to show whether a person writing his initials upon a contract does so merely to witness an interlineation, or whether he intends his initials to be incorporated in the instrument as a part of the interlineation ;9 to show that one who had signed a promissory note on the back thereof had, before delivery, ordered that his endorsement be erased, and that the transferee knew of such order;10 to show that a contract which on its face was signed by A on behalf of B, was in fact signed by A on behalf of B and in B's presence, thus satisfying the statute of frauds, which in that jurisdiction, requires the authority of an agent, who signs a memorandum to be in writing,11 or that a witness signed after the instrument was delivered.12 So if a vote of a corporation is relied on as a written contract oral evidence is admsisible, and indeed necessary, to show Whether the adversary party ever knew of or accepted such vote.13 So it may be shown where a bond which recites that it is the obligation of a specified principal and sureties, is signed by the sureties, but not by the principal, that the sureties intended it to take effect without the principal's signature.14 If the question is as to what the words of the written contract are and if the instrument itself leaves any doubt on this point, extrinsic evidence is not only admissible but necessary. Such evidence is admissible to show when certain interlineations were made,15 or to show when and by whom grantee's name was changed,16 or to show of what words the real contract consisted where certain terms are found to be crossed out and marked "not agreed to."17 The parol evidence rule does not prevent one of the parties to a written contract from showing the true date thereof, even if such evidence contradicts the recitals of the written instrument.18 Thus extrinsic evidence is admissible to show that a sealed contract was delivered at a time subsequent to its date.19
4 Elastic Tip Co. v. Graham, 174 Mass. 507; 55 N. E. 315.
5 Davis v. Furniture Co., 41 W. Va. 717; 24 S. E. 630.
6 Olmstead v. Michaels, 36 Fed. 455; 1 L. R. A. 840.
7 Aultman & Taylor Co. v. Gun-derson, 6 S. D. 226; 55 Am. St. Rep. 837; 60 N. W. 859.
8Bank v. Jefferson, 92 Tenn. 537; 36 Am. St, Rep. 100; 22 S. W. 211.
9 Isham v. Cooper, 56 N. J. Eq. 398; 39 Atl. 760; 37 Atl. 462. .
10 Gregg v. Groesbeck, 11 Utah 310; 32 L. R. A. 266; 40 Pac. 202.
11 Morton v. Murray, 176 111. 54; 43 L. R. A. 529; 51 N. E. 767 (con-tract for the sale of realty).
12 Webster v. Smith, 72 Vt. 12; 47 Atl. 101.
13 Sears v. R. R. 152 Mass. 151; 9 L. R. A. 117; 25 N. E. 98.