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.
Extrinsic evidence is inadmissible to contradict the intention of the parties as expressed in a written contract by showing a prior or contemporaneous oral agreement contrary to the written agreement.1 If there is no dispute as to the genuineness of the letters which make up a contract, the offeree who admits that he wrote a letter which on its face purports to be his acceptances, can not introduce oral evidence to the effect that he did not accept the offer.2 The unequivocal provisions of a negotiable instrument,3 such as provisions fixing the rate of interest,4 even when introduced for the purpose of showing that no interest was to be exacted, and that accordingly such note was invalid as being a disguised contract for a partial rebate upon a premium of life insurance,5 can not be contradicted by extrinsic evidence. A note which shows on its face that it is a promise to pay the attorneys of the wife of the maker, can not be contradicted by extrinsic evidence to show that such note was also given for her alimony.6 Extrinsic evidence is inadmissible to contradict a written contract of sale,7 or to show that the real agreement was to include more property than was provided for in the written contract.8 Extrinsic evidence is inadmissible to show that a bill of sale,9 or chattel mortgage,10 of personal property, was not intended to include all property therein described, or that under a written contract of sale, title was really reserved by the vendor,11 or that under a written contract of sale, which purports to reserve title, it was not intended to reserve title.12 A written contract for a conditional sale of automobiles which provides that the buyer shall make no claim for work done thereon, can not be contradicted by an oral agreement to the effect that the buyer is to have a lien upon the automobiles for repairs.13 If a written lease provides for the payment of a gross sum as rent, the lessee can not show that the real agreement was to have the land surveyed and to deduct a certain amount from the rental agreed upon for each acre less than a specified area.14 Extrinsic evidence is inadmissible to show that a deed was not intended to convey the land therein described,15 or that it was meant only as a power of attorney,16 or that written contracts for work were not intended to include work specified therein.17 An unambiguous contract for the payment of a commission in certain specified cases, can not be modified by prior oral agreements,18 whether such oral agreement is to pay a commission not provided for by the written contract,19 or whether such oral agreement provides for not paying a commission under certain circumstances not specified in the written contract.20 An unequivocal contract for an automobile agency can not be modified by extrinsic evidence so as to show that the agent is not liable to the principal for the price of automobiles if by the terms of the written contract he is thus liable.21 A written agreement for the dissolution of a partnership can not be modified so as to impose upon the partners who continue in business a liability in excess of that provided for by the written contract.22 A written contract for the purchase of bonds can not be modified by an oral agreement to the effect that the purchaser had agreed to advance money for preliminary expenses for which no provision was made in the contract.23 A written contract providing for the guarantee of certain liabilities, can not be contradicted by evidence tending to show that the guarantor understood that one of such liabilities was not to be included.24 A provision in a contract for termination upon notice can not be contradicted by extrinsic evidence.25 A deed deposited in escrow under a written contract for delivery on specified conditions can not be shown to be intended as a gift.26 A written agreement by which one agrees to assume a specified obligation, can not be contradicted by showing that the oral agreement between the parties provided that no liability should be imposed upon the party who assumed such obligation.27 An oral contemporaneous agreement that a written release of mutual rights should have no validity can not be enforced.28 A written contract whereby a lessor, whose title is in dispute, agrees to indemnify his lessee against any loss that might be incurred from paying rent, in case his title is adjudged defective, can not be contradicted by a contemporaneous oral contract providing that the rent should not be paid until the title was settled.29 Where a railroad ticket is a complete contract, extrinsic evidence is inadmissible to contradict its terms, as to show that a limited ticket was by oral agreement to operate as an unlimited ticket.30 An unequivocal bill of lading can not be varied by extrinsic evidence,31 as by evidence tending to contradict a limitation upon the liability of the carrier contained in the bill of lading,32 such as evidence tending to show that the valuation was inserted for the purpose of limiting the liability, but not for the purpose of determining the rate.33 Extrinsic evidence is inadmissible to show that a different amount from that specified in a written contract for the payment of money was to be paid.34 Thus under a contract for the sale of milk, evidence is inadmissible to show that there was to be a discount of four cents a can, to be applied on a note for a milk route.35 So a contract to pay royalties at a certain rate can not be contradicted by showing an oral contract for a certain minimum amount to be paid.36 So where a written contract shows that it was "agreed and stipulated" that a criminal case should be discontinued, evidence is inadmissible to show that it was discontinued by the prosecuting witness, and that the defendant merely acquiesced therein.37 So under a contract between two railroad companies, whereby all the trains belonging to one company are to have a priority of crossings, extrinsic evidence is inadmissible to show that this priority was to apply only to certain classes of trains.38 So a contract to "purchase" land can not be shown to be a contract for a right of way.39 A contract which on its face is to be performed in the alternative, can not be shown to be restricted by oral agreement to the performance of one of the alternatives. Thus where a bill of lading is a contract whereby the carrier agrees to deliver to a connecting railroad, or to a steamer, extrinsic evidence is inadmissible to show that the contract was to deliver to the connecting railroad, and not to the steamer.40 So under a contract to ship property to New York, not specifying by which route, extrinsic evidence is inadmissible to show that the parties had agreed upon one specific route.41 However, where the bill of lading did not show the route, it was held proper to show an oral agreement specifying to what connecting carrier the initial carrier was to deliver the goods.42 The terms of a policy of insurance can not be contradicted by extrinsic evidence,43 such as evidence contradicting the terms of the policy as to the risk which has been assumed.44 Where a contract for a policy provides it shall not go into effect until the application is accepted, and the policy is issued and delivered, extrinsic evidence is inadmissible to show that the policy is to go into effect at once.45 Extrinsic evidence is inadmissible to show that a policy which on its face covers only the husband's interest, was intended to cover the wife's interest too. Accordingly, a clause providing that the policy shall become inoperative if the insured conveys his interest, operates where the husband conveys to the wife, an oral provision to the contrary notwithstanding.46 So where a clause provides that the policy shall become inoperative if the building is enlarged without the consent of the insurance company, extrinsic evidence is inadmissible to show that the enlargement was agreed upon before the policy issued, where the building is described as it existed when the policy issued.47 So where a policy is made payable directly to a granddaughter, extrinsic evidence is inadmissible to show that it was issued to the grandfather on his own life, and at his request made payable to the granddaughter.48 So extrinsic evidence is inadmissible to show that a policy payable on its face to the insured was really payable to his sister.49 So extrinsic evidence is inadmissible to eliminate a warranty,50 or a contract of guaranty.51 A contract which provides for a warranty deed can not be varied by extrinsic evidence tending to show that the parties agreed upon a deed which was subject to certain restrictive covenants and to certain provisions for reversion.52 So extrinsic evidence is inadmissible to contradict the effect of a covenant against incumbrances.53 A written contract which provides for the rescission of a bond to make title, can not be contradicted by an oral agreement to the effect that such bond was to remain in full force and effect.54 The maker of a note can not show an oral agreement between himself and the payee, that the note should have no validity.55 The statement of the payee of a note to the effect that he gave the amount thereof to the maker, can not operate to relieve the maker from liability.56 The maker of a note which is given as collateral security can not show an oral agreement to the effect that such note should be paid by another.57 The maker of a note can not show a contemporaneous oral agreement to the effect that he should be liable for only a specified portion of the face of such note.58 Under a contract for the transfer of property, which provides for the delivery of a mortgage as a part of the consideration, extrinsic evidence is inadmissible to show that no personal liability was to be imposed upon the mortgagor.59 Extrinsic evidence is inadmissible to show that a note and mortgage were given to the bank in order that the bank might use them as apparent collateral security,60 or might show them to the bank examiner as apparent assets.61 A written stock subscription by which each subscriber agrees to pay a certain amount, can not be contradicted by extrinsic evidence to the effect that no assessment would be levied for such stock and that the subscribers would not be required to pay more than the initial payment.62 Where a payee in assigning a note signs it on the face under the name of the maker, he can not use extrinsic evidence to show that he was merely an indorser.63 So a surety may not show an agreement with the payee whereby he was not to be held liable on the note.64 So a note, negotiable in form, can not be shown to be intended to be non-negotiable.65 So the maker of a check in payment of a subscription to a soldiers' monument, can not show an agreement with the payee that the check should be surrendered and the maker's bond payable at a later time was to be taken in place thereof;66 and where a written subscription is given, extrinsic evidence is inadmissible to show that it was given solely to secure the necessary certificate of the state engineer, and that the town was to raise funds to pay the amount of the subscription.67