(dissenting). I am sorry that I -cannot bring my judgment to accord with the majority of the -court herein. The matter seems of sufficient scope and) importance to require a brief statement o-f my views, wherein I am authorized to say that BURCH, P. J., concurs.
It seems to me the word “subscription” in this case has caused a vast deal of unnecessary confusion, and I ami entirely unable to perceive ho-w the cases, cited in the majority opinion dealing with donations, or gifts, or other voluntary gratuitous contributions, commonly referred to as “subscriptions,” have any application here whatever. Respondent might have undertaken to finance a building *105by gifts or donations, but it did not. It undertook to finance its project, not by seeking gratuities, but by 'borrowing money subject to be repaid, adopting the common corporate machinery frequently used for making loans, to wit, the issue and sale of bond's. As I view the transaction, appellant was not asked- to make, and -did not agree to make, any donation or gift or “subscription” in that sense of the term. He agreed to buy bonds issued by respondent of the par value of $500 upon future delivery, and executed his promissory note representing the purchase price thereof.
I cannot avoid thinking that the majority opinion in this case grievously confuses “consideration” and “motive,” notwithstanding the fact that, as a matter of law, they are frequently far from synonymous. As stated by Prof. Williston: “Though desire to obtain the consideration for a promise may be, and ordinarily is, the motive inducing the promisor to enter into a contract, yet this is not essential nor, on the other hand, can any motive serve in itself as consideration. Thus, A may be moved by friendship to agree to sell his horse to B for one hundred dollars. If there is an actual agreement to make the exchange of the horse for money, there will be a contract though A’s motive for entering into the transaction was friendship.” Williston on Contracts, § 111.
See, also, 1 Page on Contracts, § 526, and cases cited; Philpot v. Gruninger, 14 Wall. 570, 20 L. Ed. 743; Puterbaugh v. Puterbaugh, 131 Ind. 288, 30 N. E. 519, 15 L. R. A. 341.
It may be conceded that appellant might not have signed the note in suit — might not have agreed to buy the bonds — but for the fact that he was interested in the general project of erecting an Elks building, and believed it would be -a good thing for respondent (of which appellant was a member) and for the community. That, it appears to me, is mere motivation inducing appellant to enter into the bargain he made: — the bargain entered into was to buy bonds, and the motives that may have inspired the making of the bargain are legally immaterial, and should not affect the legal results-of the actual transaction between the parties, which was that respondent proposed to sell bonds, and appellant agreed to buy bonds, of the par value of $500, and gave his note for the purchase price. Accompanying the note was an unsigned writing, stating that the note was given for bonds; that the proceeds of the 'bond's would be used to build and equip an Elks building at Huron; and that, if a suf*106ficient amount was not subscribed (that is, if a sufficient amount of bonds were not sold in advance) to permit the construction of the building, the note would, be returned, otherwise to be fully payable. That clause, in my opinion, in legal effect merely specifies a contingency upon which the entire transaction of purchase and sale of bonds might be abandoned. O'f course, it is hornbook law that “parol testimony cannot be received to contradict, vary, add to, or subtract from the terms of a valid written instrument,” but I am not familiar with any cases where that principle of law has been held to prevent the maker of a promissory note from establishing the defense of failure of consideration., and it is equally elementary that parol evidence is admissible to explain and supplement a palpably ambiguous or incomplete writing.
It is my opinion that the consideration for the note in this case was not the erection of a building, as might be true of a note representing a gift or donation, but was nothing more nor less than the bonds to be thereafter delivered. If there was an agreement between the parties at the time of the execution of the note as to the kind of bond to be delivered, I think appellant is entitled to show that agreement, and I do not think he should be compelled to pay the note, unless and until he is tendered substantially the kind and type of a bond that he agreed to take and for which (and for nothing else) he gave the note. Appellant claims that it was agreed', at the time of the execution of the note, that the bonds which he would receive in return for it would be a $500 part of the issue of $250,000 secured upon a 'building costing $350,000, paid for in cash to the extent of $100,000. The bonds tendered to him (if there has been any tender at all, which seems doubtful) are a $500 part of an issue authorized to the extent of $650,000 secured upon a building costing a little over $600,000, paid for in cash to the extent of approximately $90,000. That these are utterly different thing's is too plain for argument. Appellant having given his note for bonds, I cannot avoid believing that he is entitled to show the agreement as to the kind of bonds he was to receive in consideration for the note, and that he ought not to be compelled to pay the note until delivery or tender of the kind of bonds he was promised. I see nothing in the note or the printed matter below the note form to prevent this, and I am therefore of the opinion that the judgment appealed from should be reversed.
BURCH, P'. J., concurs in the foregoing dissent.