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.
An oral contemporaneous contract which changes the time of performance from that fixed by a complete written contract, can not be enforced.1 The fact that the written contract contains a promise "to pay," does not render it so uncertain or ambiguous that extrinsic evidence may be offered to show that such payment could be made by giving an obligation payable in the future.2 An oral contract contemporaneous with the execution of a promissory note, providing for an extension thereof, is unenforceable.3 A prior oral agreement to renew an obligation if interest thereon were paid,4 or postponing the time of maturity to a date later than that fixed by the terms of the note,5 can not be shown to vary the time of payment. If a note by its terms matures at a certain time, extrinsic evidence of a contemporaneous contract to renew until the maker's business is in such condition that he does not need the payee's financial assistance, is inadmissible,6 A prior oral agreement to the effect that rent should be paid by a bill due in three months, can not be shown to contradict a written lease which provides for payment of rent at a specified time.7 An oral agreement to the effect that a note should not become due until the maker had sold a certain business, can not be shown to contradict the express provisions of such note as to its maturity.8 A prior oral agreement not to foreclose a chattel mortgage at maturity is unenforceable.9 So ,a contemporaneous oral contract to renew a bill of exchange can not be enforced.10 A prior oral agreement for payment in installments can not be shown to vary the express terms of a contract which provides for payment as an entirety.11 Where a contract does not fix the time for payment, and accordingly payment is to be made when the contract is performed, an oral contract for payment in advance is unenforceable.12 So where a certificate of deposit, payable in twelve months, was given, extrinsic evidence is inadmissible to show that the holder had agreed to present the certificate for payment at the end of six months.13 So a continuing guarantee "until further notice," can not be shown to be limited to a period of one year.14 A written contract of guaranty for consignments made to another during one year, can not be shown to be limited to the first shipment.15 Under a written contract to deliver certain quantities each month, oral evidence of an agreement to deliver certain quantities each week is inadmissible.16 So under a chattel mortgage an oral agreement that the mortgagor may retain possession of the property until a future time, is inadmissible where, by the terms of the mortgage, the mortgagee is entitled to the immediate possession.17 If a written contract for sawing logs shows the method of delivery agreed upon, a contemporaneous oral contract for another method of delivery can not be enforced.19
35 Ontario, etc., Association v. Cutting, 134 Cal. 21, 86 Am. St. Rep. 231, 53 L. R. A. 681, 66 Pac. 28
1 England. Henderson v. Arthur , 1 K. B. 10.
United States. Nalitskv v. Williams, 237 Fed. 802; Shoninger v. Dormer Bros. Co., 241 Fed. 662, 154 C. C. A. 420.
California. Harloe v. Lambie, 132 Cal 133," 64 Pac. 88.
Iowa. Steele v. In graham, 175 Ia. 653, 155 N. W. 294.
Kansas. Commercial National Bank v. Hutchinson Box Board & Paper Co., 98 Kan. 350, 158 Pac. 44.
Kentucky. Allen v. Thompson, 108 Ky. 476, 56 S. W. 823; Fechheimer v. Goldnamer, 169 Ky. 243, 183 S. W. 541.
North Carolina. Copeland v. Howard, 172 N. Car. 842, 90 S. E. 123; Cherokee County v. Meroney, 173 N. Car. 653, 92 S. £. 616; Acme Manufacturing Co.
v. McCormick, 175 N. Car. 277, 95 S. E. 555.
Oregon. Edgar v. Golden, 36 Or. 448, 60 Pac. 2, 48 Pac 1118; Tallmadge v. Hooper, 37 Or. 503, 61 Pac. 349 [rehearing denied, 37 Or. 514, 61 Pac. 1127]; Colvin v. Goff, 82 Or. 314, L. R. A. 1917C, 300, 161 Pac. 568.
South Dakota. Black Hills Trust & Savings Bank v. Plunkett, - S. D. - . 166 N. W. 527.
2 Henderson v. Arthur , 1 K. B. 10.
3 Commercial National Bank v. Hutchinson Box Board & Paper Co., 98 Kan. 350, 158 Pac. 44; Thomas v. Plow Co., 56 Neb. 383, 76 N. W. 876; Acme Manufacturing Co. v. McCormick, 175 N. Car. 277, 95 S. E. 555; Home-wood People's Bank v. Heckert, 207 Pa. St. 231, 56 Atl. 431.
4 Lewis v. Wilson, 108 S. Oar. 47, 93 S. E. 242.
5Cherokee County v. Meroney, 173 N. Car. 653, 92 S. E. 616.
6 Hall v. Bank, 173 Mass. 16, 73 Am. St. Rep. 256, 44 L. R. A. 310, 53 N. E. 154.
7 Henderson v. Arthur [19071, 1 K. B. 10.
8 Fechheimer v. Goldnamer, 169 Ky 243, 183 S. W. 541.
9 Moore v. Howe, 115 Ia. 62, 87 N. W. 750.
10 New London Credit Syndicate v. Neale , 2 Q. B. 487.
11 Nalitzky v. Williams, 237 Fed. 802.
12Gunter v. Road Improvement District, 125 Ark. 492, 189 S. W. 53; Langley v. Rodriquez, 122 Cal. 580, 68
Am. St. Rep. 70, 55 Pac. 406; Kist-ler v. McBride (N. J. Eq.), 48 Atl. 558.
13 Citizens' Bank v. Jones, 121 Cal. 30, 53 Pac. 354.
14 Indiana Bicycle Co. v. Tuttle, 74 Conn. 489, 51 Atl. 538.
15Braun v. Woollacott, 129 Cal. 107, 61 Pac. 801.
16 Shoninger v. Dormer Bros. Co., 241 Fed. 662, 154 C. C. A. 420.
17 Robieson v. Royce, 63 Kan. 886, 66 Pac. 646. (No opinion in official report.)
An absolute promise to pay at a certain time can not be modified by evidence of a contemporaneous oral contract to the effect that such payment should not be made until the happening of some other event,19 such as the sale of certain realty,20 or the reversal of a certain judgment.21
If a note appears upon its face to be unconditional, extrinsic evidence is inadmissible to show that it should not be paid until certain collateral had been exhausted,22 or that it should be satisfied out of certain property which was subject to mortgage.23 A written lease which fixes the term can not be varied by an inconsistent prior oral agreement fixing the term.24 An oral agreement as to the amount to be paid can not be shown to contradict the express terms of a written contract.25 A contract for the sale of realty for a lumber firm can not be modified by a prior oral agreement to deduct a certain amount for any deficiency below a certain area.26 An oral agreement to the effect that a subscriber to stock should be discharged from liability without paying such subscription can not vary the terms of the written subscription.27 An oral contract fixing the place of performance can not be shown to vary the terms of a written contract which fixes the place of performance.28
If the place of performance of a contract is specified by the express terms of the contract, or is to be inferred by fair implication from the terms which are used, extrinsic evidence is inadmis-sible to contradict the contract and to show that the parties had in fact entered into an oral agreement prior to or contemporaneous with the written contract by which they fixed a different place of performance from that which is specified in the written contract or fairly to be inferred therefrom.29
18Mead v. Dunlevie, 174 N. Y. 108, 66 N. E. 658.
19 Security National Bank v. Pulver, 131 Minn. 454, 155 N. W. 641; Cherokee County v. Meroney, 173 N. Car 653. 02 S. E. 616.
20 Cherokee County v. Meroney, 173 N. Car. 653, 92 S. E. 616.
21 Colvin v. Goff, 82 Or. 314, L. R. A. 1917C, 300, 161 Pac. 568.
22 Security National Bank v. Pulver, 131 Minn. 454, 155 N. W. 641.
23 Smith v. McLaughlin, 120 Ark. 366, 179 S. W. 496.
24 Becker v. Baker, 174 Ia. 97, 156 N. W. 317.
25 Gill v. Ruggles, 104 S. Car. 461, 89 S. E. 503.
26 Slump v. Blain, 177 Ia. 239, 158 N. W. 491.
27 Huster v. Newkirk Creamery & Ice Co., 42 Okla. 440, L. R. A. 1915A, 390. 141 Pac. 790. (This was put in part upon the ground that such contract operated as a fraud upon the remaining subscribers.)
28Lawson v. Hobbs, 120 Va. 690, 91 S. E. 750.
29 Tuttle v. Burgett, 53 O. S. 498, 53 Am. St. Rep. 649, 30 L. R. A. 214, 42 N. E. 427; Flinn v. Boso, 79 W. Va. 493, 92 S. E. 130.