Williams v. . McLean

DeviN, J. Tbe plaintiff sought to establish a constructive trust in bis favor as to 13 acres of land, based upon tbe theory that be bad constituted tbe defendants bis agents to purchase for him 158 acres of land at an agreed price, and that tbe defendants purchased tbe land, taking title in tbe name of one of them, but wrongfully withheld 13 acres of tbe land and only conveyed to him 145 acres for tbe stipulated price. Without undertaking to discuss tbe applicability of tbe doctrine of parol trusts (Lefkowitz v. Silver, 182 N. C., 339, 109 S. E., 56; Avery v. Stewart, 136 N. C., 426, 48 S. E., 775), we think tbe plaintiff’s case must fail for tbe reason that when tbe oral negotiations and agreements were reduced to writing tbe option described 145 acres of land as tbe subject of tbe contract, and with full knowledge of all tbe facts tbe plaintiff paid tbe purchase price and accepted deed for tbe 145 acres. There was no allegation of fraud or mistake. It was aptly said by Justice Frankfurter in tbe recent ease of City of Indianapolis v. Chase National Bank, 86 Law. Ed. (Adv.), 27: “As is true of many problems in tbe law, tbe answer is to be found not in legal learning but in tbe realities of tbe record.” It appears from tbe evidence of tbe plaintiff that desiring to purchase a farm in Robeson County for tbe purpose of raising bogs, be entered into negotiations with the defendants, The defendant Bullard being a dealer in real estate and tbe defendant McLean a real estate broker. A tract containing 158 acres, at tbe price of $14,000, was selected, and it was agreed, in order to obviate possible objection on account of tbe purpose for which tbe land was to be used, that one of tbe defendants should purchase tbe land in bis own name and reconvey to tbe plaintiff. Plaintiff agreed he would pay tbe purchase price regardless of tbe amount at which tbe defendants could buy tbe land. Tbe defendants effected purchase of tbe land for $12,000 and title was taken in tbe name of defendant Bullard. A few days thereafter tbe defendants presented a written *506 option to the plaintiff’s representative offering to convey 145 acres of the land for $14,000, with map attached accurately describing the 145 acres by metes and bounds. The land thus described extended from Lumber River on the south to the Wishart Road. North of the Wishart Road lay 13 acres of the land purchased by defendant Bullard and not included in the option or described on the map. The option was dated 18 May, 1941, and recited that upon payment of $2,000 plaintiff would be given until 15 June to pay the balance, $12,000, and obtain deed for the land shown on the map. Plaintiff accepted the option, paid the $2,000, and •entered into possession of the land. On 15 June, 1940, deed for 145 acres was tendered to and accepted by the plaintiff, and the balance of $12,000 was paid in cash. Thereafter plaintiff instituted this action. From the facts shown by the record it appears that, while oral negotiations between the parties relative to the purchase of the land extended over several days, when the written option was executed by defendants and accepted by plaintiff and the $2,000 paid therefor, the option covered only 145 acres of the land. The number of acres was definitely designated in the writing and described on an accompanying map. Thus it seems the parties integrated their negotiations and agreements into the written memorial embodying an unequivocal offer to sell a certain number of acres of land on definite terms. This written designation of the terms of the contract was executed by the defendants and accepted by the plaintiff. It is established, not only as a rule of evidence, but also as one of substantive law, that matters resting in parol leading up to the execution of a written contract are considered merged in the written instrument. 2 Williston on Contracts, secs. 613-632. “All such agreements are considered as varied by and merged in the written contract.” Overall Co. v. Hollister Co., 186 N. C., 208, 119 S. E., 1; Ray v. Blackwell, 94 N. C., 10; Carlton v. Oil Co., 206 N. C., 117, 172 S. E., 883; Winstead v. Mfg. Co., 207 N. C., 114, 176 S. E., 292; 12 Am. Jur., 756. The writing is conclusive as to the terms of the bargain. 2 Restatement Law of Contracts, sec. 447. Plaintiff’s claim that the relationship of trustor and trustee was constituted is not borne out by the testimony. While the plaintiff complains of the manner in which the defendants dealt with him, it should be noted that before any money was paid he had knowledge that only 145 acres would be conveyed to him, and with this knowledge he accepted the written option and paid the agreed price for that number of acres. It is a well recognized rule that money paid with full knowledge of all the facts may not be recovered back.. Brummitt v. McGuire, 107 N. C., 351, 12 S. E., 191. Here, the plaintiff, by his acceptance of the written memorial of the contract set out in the *507 ■option and bis subsequent completion of tbe transaction in accord therewith, indicated his acquiescence in the terms of the contract as therein expressed. We think the trial judge has correctly ruled that the evidence offered is insufficient to sustain plaintiff’s action. The judgment of nonsuit is Affirmed.