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.
If the collateral contract is inconsistent with the written contract, it can not be enforced even if it is really collateral, and if it would have been enforceable had it been consistent with the written contract.1 An oral contract which is collateral to a written contract and which attempts to change the time which is fixed by such written contract for performance, is unenforceable.2 An oral contract, collateral to a written contract and changing the time fixed therein for performance, is unenforceable, as an oral contract to pay to the vendor of realty two hundred dollars on the execution of the written contract;3 an oral contract for the payment of commissions after the expiration of the time fixed by a written contract for performance;4 an oral contract changing the time for making repairs where the written contract provided for making repairs and delivering possession at a specified time;5 an oral contract that a note, on its face payable generally, should be paid out of certain specified funds,6 or to credit on a note given, a sum in the event of the breach of another contract;7 an oral contract to the effect that a negotiable instrument which was executed and delivered at the same time, should not be negotiated,8 or an oral contract to conform to usage as to payment under a written building contract, where, no time for payment being specified, the payment was in legal effect due only on completion of the building.9 One who signs a note as surety can not show an oral contract whereby the maker agreed to take a mortgage from the principal debtor as further security and to enforce such mortgage before proceeding against the surety.10 So an oral agreement that the vendor will procure and file for record a patent for certain land which he has contracted to sell by written contract, within sixty days from the date of such contract, can not be enforced where the contract merely requires the vendor to furnish a good abstract and a warranty deed.11 An oral agreement which refers to fixtures can not be shown for the purpose of modifying a written lease which makes provision for fixtures.12 A sole partnership of realty by mutual deeds of separate tracts, can not be modified by an oral agreement on the part of one grantee to assume an obligation which was a lien upon one of such tracts.13 A contract which is claimed to be collateral to a written contract can no more be enforced if it is inconsistent with the legal effect of the written provisions of such contract than if it is inconsistent with the express provisions thereof.14 An oral contract by which one party agreed to revise advertising matter furnished by the other, can not be shown under a written contract for the use of advertising articles which appears upon its face to be complete.15 Under a written contract of sale, which purports to be complete, a collateral oral agreement to the effect that the seller warranted that he had paid the same price which he was to receive, can not be shown.16 Under a contract for the conveyance of realty, a collateral agreement for the reservation for a right of way can not be shown.17 Under a written contract of sale, the legal effect of which was to pass title upon delivery, a collateral oral contract that the vendee should test the property sold before accepting it, and before acquiring the title, was unenforceable.18 A prior agreement with reference to the term of a lease can not be shown if inconsistent with the term fixed by the lease itself.19 So under a written contract, the effect of which is to make a separate complete sale of each installment as delivered, an oral contract providing for redelivery in the event of failure to pay for subsequent installments can not be enforced.20 Where A made a contract with B, whereby A was to make application for, and if possible obtain, letters patent for "certain new and useful improvements in hat pouncing, or finishing machines," in certain countries, in consideration of five thousand, five hundred dollars to be paid by B to A, B could not show an oral agreement that future improvements were included in addition to those already made by A, nor could he show that the money was to be paid by him only if the improvements made the machines able to pounce hats in the English method.21
27 Standard Scale & Supply Co. v Reiter, 227 Fed. 414, 142 C C. A. 110.
28Rutter v. Ins. Co., 138 Ala. 202, 35
29 Brantingham v. Huff, 174 N. Y. 53. 95 Am. St. Rep. 545, 66 N. E. 620.
30 Hicks v. Helm, 126 Ark. 400, 100 S. W. 564.
1 United States. Keith v. Parker,
115 Fed. 397.
Alabama. Middleton v. Alabama Power Co., 106 Ala. 1, 71 So. 461.
Connecticut. Adams v. Turner, 73 Conn. 38, 46 Atl. 247.
Iowa. Kracke v. Homeyer, 91 Ia.
51, 58 N. W. 1056; Younie v. Walrod, 104 Ia. 475, 73 N. W. 1021.
Kansas. Outcault Advertising Co. v. H. G. Waltner Mercantile Co., 96 Kan. 689, 153 Pac. 518.
Kentucky. Louisville Trust Co. v. Bayer Steam Soot Blower Co., 166 Ky. 744, 179 S. W. 1034.
Maine. Arthur E. Guth Piano Co. v. Adams, 114 Me. 390, 96 Atl. 722.
Maryland. Boswell v. Hostetter, 129 Md. 53, 98 Atl. 222.
Massachusetts. Tripp v. Smith, 180 Mass. 122, 61 N. E. 804.
Michigan. Phelps v. Abbott, 114 Mich. 88, 72 N. W. 3.
Minnesota. Rooney v. Koenig, 80 Minn. 483. 83 N. W. 399.
Nebraska. Benton v. Sikyta, 84 Neb. 808, 24 L. R. A. (N.S.) 1057, 122 N. W. 61.
Vermont. Daggett v. Johnson, 49 Vt. 345.
Wisconsin. Hunter v. Hathaway, 108 Wis. 620, 84 N. W. 996.
2Gunter v. Road Improvement District, 125 Ark. 492, 189 S. W. 53; Lewis v. Wilson. 108 S. Car. 47, 93 S. E. 242. See Sec. 2106.
3 Walker v. Mack, 129 Mich. 527, 89 N. W. 338.
4 Boswell v. Hostetter, 129 Md. 53, 98 Atl. 222.
5 Tripp v. Smith, 180 Mass. 122, 61 N. E. 804.
6 Keith v. Parker, 115 Fed. 307. Contra, Gandy v. Weckerly, 220 Pa.
St. 285, 123 Am. St. Rep. 601, 60 Atl. 838.
7 Phelps v. Abbott, 114 Mich. 88, 72 N. W. 3.
8 Benton v. Sikyta. 84 Neb. 80S, 24 L. R. A. (X.S.) 1037. 122 N. W. 01.
9 Riddell v. Ventilating Co., 27 Mont. 44, 60 Pac. 241.
10 Anderson v. Matheny, 17 S. D. 225, 95 N. W. 911.
11 Younie v. Walrod, 104 Ia. 475, 73 N. W. 1021.
12 Middle-ton v. Alabama Power Co., 106 Ala. 1, 71 So. 461.
13 Garner v. Garner, 117 Miss. 604, 78 So. 623.
14 Louisville & X. R. Co. v. Willbanks, 133 Ga. 15, 24 L. R. A. (X.S.) 374, 65