1 And parol evidence is inadmissible to show that the contract was different from that expressed in the writings even of an unlettered person, who can neither read nor write, if the material parts of the writings were fully read and explained to the party before they were executed, and he fully understood their meaning and effect. Selden v. Myers, 20 How. 506 (1857).
2 See Carter v. Hamilton, 11 Barb. 147; Hakes v. Hotchkiss, 23 Vt. 231; Pollen v. Le Roy, 30 N. Y. 549 (1863) ; Fitch v. Woodruff & Beach Iron Works, 29 Conn. 82 (1860) ; Cook v. Combs, 39 N. H. 592; Perry v. Armstrong, 39 N. H. 583 (1859). It is only where a written contract is intended by the parties to contain their whole agreement, that oral evidence of previous negotiations is excluded. Harris v. Rickett, 4 H, & N. 1 (1859). And see Pacific Iron Works v. Newhall, 34 Conn. 69 (1867). But if a verbal agreement has been made previous to or contemporaneous with a written bill of sale of chattels, that the purchaser shall pay the price to a third person, creditor of the seller, such agreement will merge, and evidence thereof be inadmissible to vary the writing. Kelly v. Roberts, 40 N. Y.432 (1869).
3 Lord Tenterden, in Kain v. Old, 2 B. & C. 634, says: " Where the whole matter passes in parol, all that passes may sometimes be taken together, as forming parcel of the contract, though not always, because matter talked of at the commencement of a bargain may be excluded by the language used at the termination. But if the contract be in the end reduced to writing, nothing which is not found in the writing can be considered as a part of the contract." See also Finney v. Bedford Commercial Ins. Co., 8 Met. 348; McLellan v. Cumberland Bank, 24 Me. 566 ; Hodgdon v. Waldron, 9 N. H. 66; Sayre v. Peck, 1 Barb. 464; Shaw v. Shaw, 50 Me. 94 (1863) ; Doyle v. Dixon, 12 Allen, 576. It is held that a bill of lading containing certain limitations of a carrier's liability does not operate to merge a verbal agreement concerning the carriage made before the execution of the bill of lading. Bostwick v. Bait. & O. R. Co., 50 N. Y. 76 (1872). In an action on a written agreement to pay a sum of money, evidence is inadmissible to show a previous oral agreement that the defendant written agreement to haul all the logs upon a certain lot to another place before a stated time, it was held, that he could not introduce evidence to show that at the time of making the contract he said that if there should not be snow enough he should leave them on the ground.1 So a formal bill of sale, absolute upon its face, cannot be proved by parol to have been on condition.2 So a contemporaneous oral warranty cannot be engrafted upon a complete and formal written instrument or should be allowed to deduct a sum of money, then due from the plaintiff to him, from the next amount which should become due from him to the plaintiff. Wright v. Smith, 16 Gray, 499 (1860). If a purchase of a share in a ship is made by taking a bill of sale, absolute in its terms, and expressing a present sale, parol evidence is incompetent to show an agreement between the parties that the title should not rest in the purchaser until the completion of the repairs which were then making upon her; but, as between the parties, and in defence to a claim by the vendor of an allowance for expenses of repairs, parol evidence is competent to show an agreement by him to pay the expenses himself. Rennell v. Kimball, 5 Allen, 356 (1862). So if a patent-right for making sewing-machines is conveyed by deed, the purchaser cannot prove by parol evidence that, at the time of the sale and prior to the execution of the deed, the seller warranted the machines made under the patent "to work well, and not drop stitches, and to do the various sewing of the family." Galpin v. Atwater, 29 Conn. 93 (1860). 1 Hodgdon v. Waldron, 9 N. H. 66.
2 Davis v. Bradley, 24 Vt. 55. A formal bill of sale, absolute in its terms and under seal, conveying personal property with covenants of warranty, cannot, in an action at law between the parties to it, be shown by parol evidence to have been intended only as collateral security. Harper v. Ross, 10 Allen, 332 (1865). A bill of parcel of goods, acknowledging the receipt of payment by note, is not conclusive evidence of the contract; but parol evidence is competent to show that the sale was conditional, and that the title was to remain in the vendor until a note signed by responsible persons should be furnished to him. Hildreth v. O'Brien, 10 Allen, 104 (1865), citing and approving Hazard v. Loring, 10 Cush. 267; Caswell v. Keith, 12 Gray, 351 (1859). And a bill in equity may be maintained to redeem shares in the capital stock of a corporation which have been transferred by an instrument absolute in its terms, upon parol proof that in reality the transfer was made only as collateral security for a debt. Newton v. Fay, 10 Allen, 506 (1865). So parol evidence is competent to show that an assignment, absolute in terms, is intended as collateral security merely. Mulford v. Muller, 1 Keyes, 31 (1864). And parol evidence is competent in equity to prove that a deed of conveyance, absolute in form, was intended bill of sale.1 But the law is otherwise as to informal instruments, such as a mere bill of parcels, containing merely the names of the parties, the amount of goods and prices, and a receipt of payment.2 So, also, in an action for use and occupation, where an absolute lease had been given in writing, it was held, that parol evidence could not be admitted to show that the lessor said, on signing it, that it was not in accordance with her previous agreement, and that she did it upon the parol condition that a different lease should be substituted afterwards ; for this would be to change an absolute lease into a conditional one.3 So, where a contract of lease was shown by a as a mortgage only. Van Dusen v. Worrell, 3 Keyes, 311 (1867) ; Bab-cock v. Wyman, 19 How. 289 (1856). So to prove a trust, even if it varies or contradicts the terms of a deed absolute on its face. Hayden v. Denslow, 27 Conn. 335 (1858); Kelley v. Hill, 50 Me. 470 (1862). Courts of equity will open a written contract, and receive parol evidence to let in an equity arising from facts perfectly distinct from the construction of the instrument itself. Tucker v. Madden, 44 Me. 206 (1857). But generally speaking, conversations controlling or changing the stipulations in written contracts are, in the absence of fraud, no more received in a court of equity than in a court of law. Willard v. Tayloe, 8 Wall. 558 (1869).