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.
Kansas. First National Bank v. Staab, 102 Kan. 369, 171 Pac. 3.
Michigan. Northern Assurance Co. v. Meyer, 194 Mich. 371, 160 N. W. 617.
Worth Carolina. Pierce v. Cobb, 161 N. Car. 300, 44 L. R. A. (N.S.) 379, 77 S. E. 350.
Oklahoma. Guthrie & W. R. Co. v. Rhodes, 19 Okla. 21, 21 L. R. A. (N.S.) 490, 91 Pac. 1119.
13Win re Gurnsey's Estate, - Cal. - , 170 Pac. 402.
14 Phoenix Mill Co. v. Kresge, 254 Pa. St. 36, 98 Atl. 772.
15 Parker v. Law, 194 Ala. 693, 69 So 879.
16 Allen v. Torbert, 140 Minn. 195, 167 N. W. 1033.
17 Hill v. Hill, 74 N. H. 288, 12 L. R. A. (N.S.) 848, 67 Atl. 406.
18 United States. Thullen v. Triumph Electric Co., 227 Fed. 837. 142 C. C. A. 361.
Arkansas. Engles v. Blocker, 127 Ark. 385, 192 S. W. 193.
Kentucky. Citizens' Trust & Guaranty Co. v. Farmers' Bank, 166 Ky. 234, 179 S. W. 29.
Massachusetts. Woods v. Oakman, 116 Mass. 599; American Toy Mfg. Co. v. McLoughlin, 221 Mass. 567, 109 N. E. 836.
Oklahoma. Hollister v. National Cash Register Co., 55 Okla. 214, 154 Pac. 1157.
Wisconsin. Manufacturers' & M. Inspection Bureau v. Everwear Hosiery Co., 152 Wis. 73, 42 L. R. A. (N.S.) 847, 138 N. W. 624; Ohio Electric Co. v. Wisconsin-Minnesota Light & Power Co., 161 Wis. 632, 155 N. W. 112.
19 Citizens' Trust & Guaranty Co. v. Farmers Bank, 166 Ky. 234, 179 S. W. 29.
20 Ohio Electric Co. v. Wisconsin-Minnesota Light & Power Co., 161 Wis. 632, 155 N. W. 112.
21 Rail & River Coal Co. v. Paisley, 233 Fed. 337, 147 C. C. A. 273; Engles v. Blocker, 127 Ark. 385, 192 S. W. 193; American Toy Mfg. Co. v. McLoughlin, 221 Mass. 567, 109 N. E. 836; Odeneal v. Henry, 70 Miss. 172, 12 So. 154.
22 Rough v. Breitung, 117 Mich. 48, 75 N. W. 147.
It is not necessary that the instrument be signed by both of the parties in order to bring it within the application of the parol evidence rule.25 If an order for goods and a note signed by the purchaser embody the contract of sale, such contract is within the application of the parol evidence rule.26 The parol evidence rule applies as well to a written offer which is signed by one party and which is accepted by the other.27 If a written offer which is complete upon its face is accepted by the acts and conduct of the offeree, such written offer expresses the contract within the meaning of the parol evidence rule.28 In the absence of statutory provision requiring a contract to be signed by the parties, and in the absence of rules of the law-merchant, such as require bills and notes to be signed by the parties, an unsigned written contract to which the parties have assented embodies their mutual intention within the meaning of the parol evidence rule.29 An entry upon the minutes of a public corporation, which is contractual in its character and which is accepted by the adversary party, may be a written contract within the meaning of the parol evidence rule.30
The parol evidence rule has no application to a memorandum which is made after the contract has been entered into between the parties and which the parties do not agree upon as a new contract embodying the terms of a new agreement.31 A written memorandum which is signed by one party only, does not merge a prior oral contract of sale,32 and does not prevent the seller from showing that the buyer had no credit upon the books of the seller, that under such circumstances the custom of the trade was to ship the goods attaching the sight draft to the bill of lading and that at the request of the buyer, the written memorandum provided for "sight draft on arrival at destination" for the sole purpose of extending the time of payment.33 An oral contract for the sale of a specific second-hand automobile is not merged in a subsequent written memorandum which is signed by the buyer as a receipt upon a blank form which purports to be a general order for a new car to be delivered in the future.34 A power of attorney, executed long after securities were delivered, does not merge the original oral contract under which such securities were delivered, at least if it does not purport to set forth such terms.35 A written memorandum made a month after an oral contract had been entered into and performed by one of the parties, does not merge such oral contract.36 A written statement by A, which sets forth his contention as to the contents of an oral contract with B, and in which B does not acquiesce, does not operate as a merger of the oral contract so as to prevent A from showing terms of such contract which are inconsistent with such written statement.37 If an oral contract of insurance has been made such contract is not merged in a policy which is mailed to the insured some time thereafter,38 especially if the insured did not read such policy until after the loss.39
23MacAlman v. Gleason, 228 Mass. 454, 117 N. E. 795.
24 Fears v. Watson, 124 Ark. 341, 187 S. W. 178.
25Thullen v. Triumph Electric Co., 227 Fed. 837, 142 C. C. A. 361; Cincinnati, Hamilton & Dayton R. R. v. Pontius, 19 O. S. 221, 2 Am. Rep. 391; Hollister v. National Cash Register Co., 55 Okla. 214, 154 Pac. 1157.
26 Hollister v. National Cash Register Co., 55 Okla. 214, 154 Pac. 1157.
27 Dunn v. Mayo Mills, 134 Fed. 804, 67 C. C. A. 450; Thullen v. Triumph Electric Co., 227 Fed. 837, 142 C. C. A.
361; Horn v. Hansen, 56 Minn. 43, 22 L. R. A. 617, 57 N. W. 315.
28 Manufacturers' & M. Inspection Bureau v. Everwear Hosiery Co., 152 Wis. 73, 42 L. R. A. (N.S.) 847, 138 N. W. 624.
29 Farmer v. Gregory, 78 Ky. 475.
30 Gainesville v, Jaudon, 145 Ga. 299. 89 S. E. 210.
31 United States. Shubert v. Rosen -berger, 204 Fed. 934, 123 C. C. A. 256, 45 L. R. A. (N.S.) 1062.
Connecticut. Alderman v. Westing-house Air Brake Co. (Conn.), 103 Atl. 267.
In other cases an oral contract is regarded as merged in a -written contract which is delivered as evidence of the terms of the oral contract either at the time that the oral contract is made or subsequent thereto.40 A bill of lading is regarded as superseding an oral contract for transportation.41 If the carrier delivers to the consignee, whose name appears in the bill of lading, it has performed its contract, although a different consignee was agreed upon in the oral agreement between the parties.42
Iowa. Mollison v. Rittgers, 140 Ia. 366, 29 L. R. A. (N.S.) 1179, 118 N. W 512.
Oregon. Bouchet v. Oregon Motor Car Co., 78 Or. 230, 152 Pac. 888.
Washington. In re Crim's Estate, 89 Wash. 395, 154 Pac. 811.
West Virginia. Fisher v. Sun Insurance Office, 74 W. Va. 694, L. R. A. 1915C, 619, 83 S. E. 729.
32 Alderman v. Westinghouse Air Brake Co., 92 Conn. 419, 103 Atl. 267.
33 Alderman V. Westinghouse Air Brake Co., 92 Conn. 419, 103 Atl. 267.
34 Bouchet v. Oregon Motor Car Co., 78 Or. 230, 152 Pac. 888.
35Mollison v. Rittgers, 140 Ia. 365, 29 L. R. A. (N.S.) 1179, 118 N. W. 512.
36 In re Crim's Estate, 89 Wash. 395, 154 Pac. 811.
37Shubert v. Rosenberger, 204 Fed. 934, 123 C. C. A. 256, 45 L. R. A. (N.S.) 1062.
38 Fisher v. Sun Insurance Office, 74 W. Va. 694, L. R. A. 1915C, 619, 83 S E. 729.
39 Fisher v. Sun Insurance Office, 74 W. Va. 694, L. R. A. 1915C, 619, 83 S. E. 729.
In the rule that a written contract embodies the intention of the parties to the exclusion of the prior negotiations, priority of time is to be determined by the time that the contract was executed, and not by the time that the contract was drawn up,43 or by the date which the contract bears.44 A letter written between the time at which a lease was prepared and dated and the time at which the lease was executed, by which letter it is sought to modify the terms of the lease, is a prior negotiation within the meaning of the rule, although it was written after the terms of the original contract had been agreed upon.45
If the parties to the alleged contract in writing attack the validity of the contract, a question as to the admissibility of extrinsic evidence to show that such contract is invalid is presented, which is discussed elsewhere.46