Heitmann v. Commercial Bank

Hill, C. J.,

dissenting. I can not fully concur in the opinion of the majority of the court delivered herein. My dissent is not from any proposition of law announced, but from what I conceive to be an erroneous construction of the contract sued on in connection with the allegations of the original plea and the amendment thereto. It is conceded that the note executed to the bank by the plaintiffs in error and the letter written by them to the bank re*602lating to this note should be construed together as constituting the contract, and it is also conceded that this contract on its face is plain and unambiguous. The parties, therefore, having reduced their contract to writing, the law presumes that the writing contains the entire contract; and, in the absence of fraud, accident, or mistake in its procurement, its terms can not be contradicted in any manner or in any particular by parol evidence. The wise and saintary principle of law, upon which depends the value of written obligations, is not controverted. But it is insisted by the majority of the court that the defense relied upon does not contravene this well-settled principle of law, but is an effort to show by parol that there was in fact no complete contract between the parties, because of a non-performance of a condition precedent as to which the writing is silent. The question of difference between the majority of the court and myself is, therefore, within a narrow compass, and depends upon the interpretation of the terms of the contract and the allegations of the original answer and the amendment.

I do not care to go into any extended argument in the attempt to show the incorrectness of the views of the majority of the court or the soundness of my own. The question must be determined by reference to the terms of the contract and the allegations of the answer and the amendment. To my mind it is perfectly manifest that the note sued on was offered to the bank by the makers thereof as their final and complete contract, and was so accepted by the bank; and the language of the letter which accompanied the note is utterly inconsistent with the suggestion that the bank assumed any obligation with reference to the note. The makers of this note had undertaken to secure the indorsement of all those who had signed the original note. They had failed to do so; and, therefore, they requested the bank to accept the note indorsed by them, and which was inclosed with their letter, as their complete contract, in lieu of the original note; and if anything further was necessary to make clear the intention of the makers of the note and the writers of the letter, that the bank should accept the note as their final and complete contract, than the express request that it would do so, it was the additional request that the bank would send to them the former note, in order that they might bring suit to determine the liability of all the indorsers thereon. The defense, *603therefore, that the bank undertook to secure the indorsement of Peeples on the note as a condition precedent to its completion as a binding contract upon those who had signed it, and who sent it to the bank with the request that it be accepted without such indorsement, is a contradiction of the plain meaning of the contract. If the' letter inclosed to the bank had expressly stated that Peeples was not to sign the note, and the bank was asked to accept it without the signature and the bank did so accept it, it certainly could not be contended that the makers of the note who had made this request could subsequently be heard to set up the defense that Peeples had not signed the note. The letter accompanying the note does in substance state this fact and make this request. The writers say, “we have been unable to get all the old indorsers to indorse a new paper” {“all the old indorsers” included Peeples), “and we therefore request you to accept the note indorsed by us and inclosed herewith” (although Peeples has not signed it), “in payment of the old note,” etc. After the bank had accepted the' note without the signature of Peeples, and accepted it at the request of the makers of the note, who called attention to the fact that Peeples as one of the old indorsers had not signed the note, it certainly would be a defense inconsistent with their contract, as evidenced by the note and the letter, to allow them to make the defense that the contract was not complete because in fact the bank had undertaken to secure the signature of Peeples to the note and Peeples in fact had not signed it.

I think the court did right in refusing to allow the amendment to the answer and in striking the original answer. It was clearly and manifestly an effort to engraft upon the plain, unambiguous terms of a written contract a parol condition wholly inconsistent therewith and expressly negatived thereby. While the rule is well recognized that a written document may be shown by parol or other extrinsic evidence not to be a contract, because of a non-performance of a condition precedent as to which the writing is silent, yet the essential promise must be clearly established before the conclusion is permitted. The rule should not be extended, but strictly applied. It should not be allowed as a loophole through which to escape contract obligations, and should be construed so as not to destroy, but to preserve, that great safeguard which the law from the earliest times has thrown around written contracts. “Parol *604evidence is inadmissible to add to, take from, or vary a written contract.” ■