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.
Under a claim of identifying subject-matter, the parties to a contract cannot show by extrinsic evidence that they intended to contract for other and different property from that described in their contract, for this would be a contradiction of the written contract.1 Nor can the parties show that in addition to the property described in the contract, the other and different property was also contracted for. If the contract concerns personalty, the parol evidence rule forbids such addition. Hence, if a bill of sale is complete on its face, the parties cannot show that by oral contemporaneous agreement other property was included.2 If the contract concerns realty, such addition would violate not only the parol evidence rule but also the statute of frauds.3 Hence, under a lease, it cannot be shown that premises omitted from the description were included by the prior agreement of the parties.4
33Gatins v. Angier, 104 Ga. 386; 30 S. E. 876; Ferguson v. Blackwell, 8 Okla. 489; 58 Pac. 647.
34 Griffin v. Hall, 115 Ala. 482; 22 So. 162.
35 See Sec. 1218.
1Town of Kane v. Farrelly, 192 111. 521; 61 X. E. 648. Chattel mortgage. Johnson v. Whitfield, 124 Ala. 508; 82 Am. St. Rep. 196; 27 So. 406. (Ox described as "one red spotted ox"; as against levy, held inadmissible to show that a black ox was intended.) Contract for sale of realty. Duggan v. Uppendahl, 197 III. 179; 64 X. E. 289. Insurance policy. Sanders v. Cooper, 115 N. Y. 279; 12 Am. St. Rep. 801; 5 L. R. A. 638; sub nomine, Landers v. Cooper, 22 X. E. 212.
2 Becker v. Dalby (la.), 86 X. W. 314: McEnery v. McEnery (la.), 80 X. W. 1071; Drexel v. Murphy, 59 Neb. 210; 80 X. W. 813.
3 See Sec. 747.
Furthermore, the legal effect of the contract cannot be contradicted5 under guise of identifying the subject-matter. If the contract, by its terms, is a contract which can be performed by furnishing any property of the grade and quality described in the contract, extrinsic evidence is inadmissible to show that the parties were really contracting for a specific lot of property. Thus in a contract for "one hundred bales of lint cotton," it is not permitted to show that cotton raised by the seller was intended.6 So under a contract for the sale of "one hundred head of good fat merchantable hogs,"7 or "eight thousand bushels of ear-corn,"8 extrinsic evidence is inadmissible to show that specific property was contracted for. So in a contract to pay "any and all of the grantor's notes," extrinsic evidence is inadmissible to show that only certain specific notes were intended.9 So if land is conveyed to a railroad "for all legiti-mate railroad purposes," extrinsic evidence is inadmissible to show that cetrain specific purposes were agreed upon.10 So a written contract whereby an actress agrees to "render services at any theaters " for a specified time, cannot be modified by showing an oral agreement that the services were to be in one specified part only.11 There is some apparent lack of harmony in judicial decision on this question. Thus A agreed to deliver a certain amount of hay to the United States at a certain point. The contract was for hay generally, but both parties knew that the only way that A could obtain hay to furnish at that price was by cutting it in the Yellowstone valley. The United States had all the hay in that valley cut by others. It was held that A was discharged.12 The admission of these facts was placed on the theory of the admissibility of surrounding circumstances, and not on identification of subject-matter. Contradiction is not permitted under guise of identification of parties. Thus a guaranty addressed to "Crane Bros. Co.," a partnership cannot be shown to be intended for a corporation of similar name.13
4 Haycock v. Johnston, 81 Minn. 49; 83 N. W. 494.
5 See Sec. 1195.
6 Forsythe Mfg. Co. v. Castlen, 112 Ga. 199; 81 Am. St. Rep. 28; 37 S. E. 485.
7 Johnson v. Pierce, 16 0. S. 472.
8Ormsbee v. Machir, 20 O. S. 295.
9 Mead v. Peabody, 183 111. 126;
55 N. E. 719; affirming 83 111. App. 297.
10 Abraham v. R. R., 37 Or. 495; 82 Am. St. Rep. 779; 60 Pac. 899.
11 Violette v. Rice. 173 Mass. 82; 53 N. E. 144 (citing Grimston v. Cuningham (1894). 1 Q. B. 125; Drumond v. Atty. Gen., 2 H. L. Cas. 837; Nichol v. Godts, 10 Exch. 191).