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.
In an action on an unambiguous written contract, which is complete in itself, and the validity of which is conceded, the parties are not permitted to show that their prior or contemporaneous oral agreements were not all reduced to writing, but remain as oral contracts in full force and effect between the parties.1 This rule applies as well where the intention of the parties is completely embodied in two written contracts instead of one.2 If the parties have voluntarily omitted terms in reducing the contract to writing,3 as where they voluntarily omit from a lease a clause providing for an abatement of rent,4 or for lessor's approval as a condition to lessee's making certain improvements,5 they can not enforce such terms thus voluntarily omitted. Accordingly, where A executes a written instrument whereby she relinquishes her claim to certain horses and carriages in B's possession until B's claim for board is paid in full, A can not show a contemporaneous oral agreement that she might use such horses in the ordinary course of her business.6 So in jurisdictions where there is no priority of payment between notes secured by one mortgage, but falling due at different times, extrinsic evidence is inadmissible to show that the assignee should have priority.7 So an indorser of one of several notes secured by mortgage, can not show an oral agreement that the proceeds of the mortgage were to be applied first to the note last maturing.8 If a mortgage is given to secure four notes, extrinsic evidence is inadmissible to show that such mortgage was to be released when two of such notes were paid.9 If a grantee has accepted a deed which clearly shows on its face that he has assumed a mortgage indebtedness, such clause can not be contradicted by oral evidence of the actual consideration which was given for such deed;10 nor by oral evidence to the effect that the grantee had said before he accepted such deed that he would not accept it so as to be responsible for the incumbrance upon such realty.11 If a contractor has agreed in writing to assume the contracts for materials already made, he can not show a contemporaneous oral agreement that he should assume only a certain amount of those contracts, the other party to assume the excess over such amount.12 So under a contract for payment of an entire indebtedness, extrinsic evidence is inadmissible to show that a part only of such indebtedness was to be paid.13 So under a contract to pay "all of the outstanding indebtedness" of X, "not to exceed in all one hundred and thirty thousand dollars," extrinsic evidence is inadmissible to show an oral contract to pay part only of all X's debts.14 So under a contract to supply X the material which he needed, evidence is inadmissible to show that the contract was for a limited amount only.15 So under a complete written contract for the sale of machines, extrinsic evidence is inadmissible to show that the agent was to set them up.16 Under written permission for the assignment of a lease, it is inadmissible to show that the lessee's liability was to end by such assignment.17 So if a written contract for the sale of land provides for the payment of taxes and assessments, extrinsic evidence is inadmissible to show an agreement by the vendor to pay taxes upon such realty,18 or to show that certain taxes were excepted from a covenant against encumbrances.19 So if the parties have made a contract whereby one of them is to furnish castings and sink a well at a given price, extrinsic evidence is inadmissible to show that he was to furnish the tubing and pump for the same price.20 So under a contract for employing an insurance agent, which by its terms could be ended at will without liability except for commissions earned, the agent can not show a contemporaneous oral contract giving him commissions on future renewals.21 So one who ships under an ordinary bill of lading, constituting a contract in writing between himself and the railroad company, can not enforce a prior oral contract to give him as low a rate as was given to any shipper.22
40 Porter v. Oceanic 8. S. Co., 223 Mass. 224, 111 N. E. 864.
41 Porter v. Oceanic S. S. Co., 223 Mass. 224, 111 N. E. 864.
42 Porter v. Oceanic 8. S. Co., 223 Mass. 224, 111 N. E. 864.
43 Farley v. Letterman, 87 Wash. 641, 152 Pac. 515.
44 Farley v. Letterman, 87 Wash. 641, 152 Pac. 515.
45 Farley v. Letterman, 87 Wash. 641, 152 Pac. 515.
46 See Sec. 2171 et seq.
1 England. Abrey v. Crux, L. R. 5
C. P. 37; Omerod v. Hardman, 5 Ves. Jr. 722; Woollam v. Hearn, 7 Ves. Jr. 211.
United States. Union, etc., Ins. Co. v. Mowry, 96 U. S. 549, 24 L. ed. 676; Sun, etc., Association v. Edwards, 113 Fed. 445, 51 C. C. A. 279; Connecticut F. Ins. Co. v. Buchanan, 141 Fed. 877, 73 C. C. A. 111, 4 L. R. A. (N.S.) 758; President Suspender Co. v. Macwilliam, 238 Fed. 159, 151 C. C. A. 235 [affirming, President Suspender Co. v. Macwilliam, 233 Fed. 4331; Stark Electric R. Co. v. McGinty Contracting Co., 238 Fed. 657, 151 C. C. A. 507.
California. Remsberg v. Hackney Manufacturing Co., 174 Cal. 700, 164 Pac. 792.
Connecticut. Quinn v. Roath, 37 Conn. 16; Hildreth v. Tramway Co., 73 Conn. 631, 48 Atl. 963.
Florida. Herrin v. Abbe, 55 Fla. 769, 18 L. R. A. (N.S.) 007, 46 So. 183.
Illinois. Tichenor v. Newman, 186 111. 264, 57 N. E. 826; Rector v. Deposit Co., 190 111. 380, 60 N. E. 528 [affirming, 92 111. App. 175].
Kansas. Ehrsam v. Brown, 64 Kan. 466, 67 Pac. 867; German-American State Bank v. Watson, 99 Kan. 686, 163 Pac. 637; Frith v. Thomson, - Kan. - , 173 Pac. 915.
Kentucky. Wight v. R. R., 55 Ky. (16 B. Mon.) 4, 63 Am. Dec. 522.
Maine. Bell v. Flanders, 115 Me. 332, 98 Atl. 825.
Michigan. Loth v. Friederick, 95 Mich. 598, 55 X. W. 369; McCray Refrigerator Co. v. Zent, 99 Mich. 269, 41 Am. St. Rep. 599, 58 N. W. 320; Holmes v. Holmes, 129 Mich. 412, 89 N. W. 47; Grand Rapids Wood Finishing Co. v. Hatt, 152 Mich. 132, 115 N. W. 714.
Missouri Plumb v. Cooper, 121 Mo. 668, 26 S. W. 678.
Montana. Crawford v. Improvement Co., 15 Mont. 153, 38 Pac. 713; Montana Mining Co. v. Milling Co., 20 Mont. 394, 51 Pac. 824; Largey v. Leggatt, 30 Mont. 148, 75 Pac. 950.
New Jersey. Russell v. Russell, 63 N. J. Eq. 282, 49 Atl. 1081 [affirming, 47 Atl. 37].
New Mexico. Locke v. Murdoch, 20 N. M. 522, L. R. A. 1917B, 267, 151 Pac. 298
New York. Thomas v. Scutt, 127 N Y. 133, 27 N. E. 961.
North Carolina. Boushall v. Stron-ach, 172 N. Car. 273, 90 S. E. 198.
North Dakota. Gilbert Mfg. Co. v. Bryan, - N. D. - , 166 N. W. 805.
Ohio. Union Central, etc., Co. v. Hook, 62 O. S. 256, 56 N. E. 906: Travelers' Ins. Co. v. Myers, 62 O. S. 529, 57 N. E. 458.
Pennsylvania. Heist v. Hart, 73 Pa. St. 286; Philadelphia, etc., Ry. v. Conway, 177 Pa. St. 364, 35 Atl. 716; Williams v. Notopolos, 259 Pa. St. 469, 103 Atl. 290.
Tennessee. Sommerville v. Gullett Gin Co., 137 Tenn. 509, 194 S. W. 576.
Utah. Johnson v. Geddes, 49 Utah 137, 161 Pac. 910.
Vermont. Hebard v. Cutler, - Vt. - , 99 Atl. 879.
Wisconsin. Gilbert v. Stockman, 76 Wis. 62, 20 Am. St. Rep. 23, 44 N. W. 845.
Contra, under the California statute. Snyder v. Mfg. Co., 134 Cal. 324, 66 Pac. 311.
2 Harrison v. Tate, 100 Ga. 383, 28 S. E. 227.
3Eleventh Street Church v. Pennington, 18 Ohio C. C. 408, 10 Ohio C. D. 74.
4 Seitz Brewing Co. v. Ayres, 60 N. J. Eq. 190, 46 Atl. 535.
5 Williams v. Notopolos, 259 Pa. St. 469, 103 Atl. 290.
6Radigan v. Johnson, 174 Mass. 68, 54 N. E. 358.
7 Jennings v. Moore, 83 Mich. 231, 21 Am. St. Rep. 601, 47 N. W. 127.
8Schulty v. Bank, 141 111. 116, 33 Am. St. Rep. 290, 30 N. E. 346.
9 First National Bank v. Prior, 10 N. D. 146, 86 N. W. 362.
10 Lamoille County Savings Bank & Trust Co. v. Belden, 90 Vt. 535, 98 Atl. 1002.
11 Herrin v. Abbe, 55 Fla. 769, 18 L. R. A. (N.S.) 907, 46 So. 183.
12 Bandholz v. Judge, 62 N. J. L. 526, 41 Atl. 723.
13 First National Bank v. Ry. (Tenn. Ch. App.), 46 S. W. 312.
14 Bell v. Mendenhall. 78 Minn. 57, 80 N. W. 843.
15 Dean v. Mfg. Co., 177 Mass. 137, 58 N. E. 162.
16Dowagiac Mfg. Co. v. Corbit, 127 Mich. 473, 478, 86 N. W. 954 [rehearing denied, 87 N. W. 886].