(dissenting). The agreement clause, explaining the note in question, as I understand it, was printed on the face of the note form below the space for signature. Assuming this explanatory clause to be in fact a written contract between the parties with reference to the note in question, I do not believe it had any higher rank or status than any other written contract. It is brief, fragmentary, unsigned, and, without parol explanation, to a very considerable extent meaningless. It does not purport in any manner to contain all representations made to, or relied upon, by the signer of the note, and it does not purport to contain the entire understanding and agreement of the parties with reference to the subject matter. Granting that this writing cannot be contradicted by parol, yet I do not" see why it must not stand like any other written contract, and I do not see why representations and agreements, with reference to matters which do not purport to be covered by this fragmentary bit of writing, should not be shown by parol so far as they are material to the rights of the parties.
Furthermore, I think the writing in question is on its face so ambiguous as absolutely to demand explanation by parol to ascertain whether the minds of the parties met, and if so upon what. The writing says: “* * * A sufficient amount * * * to permit construction of said building. * * *” I challenge any one to point out from the writing itself what the parties actually understood by this phrase. Did they mean an amount which was sufficient in the opinion of the Elks Lodge, or in the opinion of defendant, or in the opinion of other note signers, or in the opinion of some architect, or did they mean to refer to' some amount that had been discussed between them as being considered “ a sufficient amount”? I do not know of any rule of law which permits this court arbitrarily to determine the meaning of these words, and refuse to listen to one of the parties who offers to show by parol that the parties discussed the subject* and agreed upon the meaning.
Defendant was not a member of the Elks. He testified, and it is not contradicted, that he went into this as an investment prop-*158o&ition. It appears that the completed project is costing something-over $600,000; that the cash invested 'by the lodge is a little over $90,000; and the bond issue a little over half a million under a blanket trust deed authorizing bonds to the extent of $650,000. Defendant states that it was represented- to him that the total cost of the project would be about $350,000 in which the Elks would put cash of $100,000, and against which they would issue bonds for $250,000. , I think this evidence was properly admissible, and the facts of the situation as they developed are certainly entirely different from the representations which defendant claims were made to him-.
I think there are but two real questions in this case: First, whether the preponderance of the evidence is against the finding of the trial court that these representations were in fact made to, and relied upon, by defendant as he testifies; and, second-, whether defendant by his subsequent conduct at the time he was called upon for payment of the note, or otherwise, has estopped himself from how pleading the defenses he sets up. The first question presents the matter of credibility of witnesses, and I am willing to be guided by the v-iew of the trial judge who heard and saw them. I am therefore of the opinion -that both these questions are properly to be answered in the negative, and for that reason think the judgment of the court below should be affirmed.
BURCH, P. J., concurs in dissent.