Receipts not under seal are always open to explanation and even to contradiction by parol evidence : Hitt v. Slocum, 37 Vt. 524; Dunham v. Barnes, 9 Allen, 352; King v. Mitchell, 30 Ga. 164; Dunagan v. Dunagan, 38 lb. 554; Winchester v. Grosvenor, 44 111. 425; Dolan v. Freiberg, 4 W. Va. 101; White v. Merrell, 32 111. 511. The exception of receipts must be confined to such as are purely receipts, but not to such as are in the nature of contracts : Stapleton v. King, 33 Iowa, 28; Wilson v. Derr, 69 N. C. 137. The rule that parol evidence is inadmissible to contradict or vary the terms of a valid written instrument is applied only in suits between the parties to the instrument and their privies : Van Eman v. Stanchfield, 10 Minn. 255; Hughes v. Sandal, 25 Tex. 162. It does not apply to cases arising between sureties; it is limited to the stipulations between the parties actually contracting with each other by the written instrument: Thomas v. Truscott, 53 Barb. 200; Hussman v. Wilke, 50 Cal. 250.-s.
(k) Judgment of Court in Goss v. Lord Nugent, 5 B. & Ad. (27 E. C. L. R.) 58.
(I) 5 B. & Ad. (27 E. C. L. E.) 58; Stowell v. Eobinson, 3 Bing. N. C. (32 E. C. L. R.) 928.
1 Jeffery v. Walton, 1 Stark. 213; Wright v. Crookes, 1 Scott's N. S. 685; Cumraings v. Arnold, 3 Mete. 486; Robinson v. Bachelder, 4 N. H. 40; Keating v. Price, 1 Johns. Cas. 22; Dearborn v. Cross, 7 Cow. 50; Frost v. Everett, 5 lb. 497; Yonqua v. Nixon, 1 Pet. C. C. 221; Boyd v. Bertrand, 2 Eng. 321.-s.
This new agreement, however, must be a new and distinct contract upon a new consideration : Lippold v. Held, 58 Mo. 213; Hogan v. Crawford, 31 Tex. 634; Adler v. Friedman, 16 Cal. 138; Courtenay v. Fuller, 65 Me. 158; Malone v. Dougherty, 79 Pa. St. 46. It must be clearly made out, the presumption being against it: McGrann v. North Lebanon R. Co., 29 Pa. St. 83.
Even in the case of an agreement required by law to be reduced into writing, parol evidence of an alteration in the writing subsequent to signature by one of the parties has been admitted under the following circumstances : A memorandum containing proposed terms for the sale of a ship having been drawn up by the vendors' broker, but not signed, was sent to the purchaser. He made certain interlineations in red ink altering the terras, and having signed the document, returned it the vendors' broker. The alterations were subsequently not acquiesced in by the vendors, and were struck out, and further interlineations were made by the vendors. The vendors' broker then signed the document and submitted it to the purchaser, who assented to the terms of it as it then stood. It was held that though the contract was one which was required to be in writing under the 17th sect, of the Statute of Frauds, parol evidence was admissible to show that the purchaser had so assented, inasmuch as there never had been a contract between the parties until such assent on his part; and the effect of the parol evidence was, therefore, not to *vary a written contract, but merely to show what was the condition of the document when it became a contract between the parties (o).
(m) Stead v. Dawber, 10 A. & E. (37 E. C. L. R.) 57; Marshall v. Lynn, 6 M. & W. 109.
(n) Emmet v. Dewhirst, 21 L. J. (Ch.) 497; 3 Mac. & G. 587, 598.
1 Both acts and words are inadmissible to vary a written contract, though the parties have acted on the verbal alteration for some years: Giraud v. Richmond, 15 L. J. C. P. 180. The same point was decided, on the authority of Goss v. Lord Nugent, in the case of Marshall v. Lynn, 6 M. & W. 109, with respect to a contract for the sale of goods falling within the operation of the same statute. So in Blood v. Goodrich, 9 Wend. 68.-R.
As shown in the foregoing notes, the rule in the text, at any rate so far as American law is concerned, is considerably modified. Though the general rule is undoubted, there are certain exceptions to it, it would appear, which are well recognized. Thus even in cases of contracts falling within the statute, subsequent oral agreements have been upheld when their effect was to discharge the contract altogether : Robinson v. Page, 3 Russ. 119; Rodman v. Tilley, 1 N. J. Eq. 320; Goucher v. Martin, 9 Watts, 109; Cummings v. Arnold, 3 Mete. 486. It has been held that only executory contracts as to land can be so discharged: Goucher v. Martin, supra; Lauer v. Lee, 42 Pa. St. 170; Negley v. Jeffers, 28 Ohio St. 100. It seems that mere extension of time by parol agreement is valid: cases supra; McNish v. Reynolds, 95 Pa. St. 483; Kimball v. Goodburn, 32 Mich. 12; Melton v. Smith, 65 Mo. 315; Longfellow v. Moore, 102 111.289. As to change of place, see McMurphyv. Garland, 47 N. II. 316. The law on this whole subject is doubtful; see Reed, Statute of Frauds, Chap. xx.
Another celebrated distinction on this subject is, that in a written contract, or, indeed, in any other written instrument, if there be a patent ambiguity, it never is allowed to be explained by verbal evidence, although a latent ambiguity is so (p). The meaning of the expressions patent and latent with reference to this subject is as follows:A patent ambiguity is one which appears on the face of the instrument itself, and renders it ambiguous and unintelligible: as if in a will there were a blank left for the devisee's name (q); or as if, in the body of a bill of exchange, it appeared to have been drawn for £200, and in the margin the figures usually put there expressed that it was drawn for £245 (r). In this latter instance the Court refused to admit evidence that the words "and forty-five" had been omitted by mistake.
(o) Stewart v. Eddowes, L. R. 9 C. P. 311; 43 L. J. (C. P.) 204.
(p) Bacon's Maxims, reg. 23. See Dodd v. Burchall, 31 L. J. (Ex.) 364. Where, however, there is a manifest error in a document, the Courts will put a sensible meaning on it by correcting or reading the error as corrected. And there is no distinction in this case between the rules of law and equity. See Burchell v. Clark, 2 C. P. D. 88, 97; 46 L. J. (Q. B., etc.) 115, 120.