Gill v. Ruggles

The opinion of the Court was delivered by Mr. Justice Watts. This action was brought in 1911 by plaintiffs against the defendant for the sum of $25,000. The case was tried at the November term, 1912, and resulted in a verdict for the plaintiffs for the full amount claimed. Upon appeal this judgment was reversed, as will be seen in 97 S. C. 278, 81 S. E. 519. The case was again tried by his Honor, Judge Prince, and a jury, at the April term of Court, 1915, for Marion county. At the conclusion of the plaintiffs’ testimony, upon motion of the defendant, a nonsuit was granted by his Honor, and, after entry of judgment, the plaintiffs appeal. The plaintiffs’ first exception is : (1) Because his Honor erred, it is respectfully submitted, in making the following ruling as to the introduction of testimony: 1 Q. “Did you give your note as part payment on the land? (Objected to.) The Court: It is understood that all the objections of counsel as to proving any contract that varies the terms of the original agreement are sustained and that they do object on that ground.” The error being, it is respectfully submitted, that evidence of parol agreement, subsequent to the written contract, based upon valuable consideration, was competent and responsive to the allegations of the fifth and sixth paragraphs of the first cause of action in the amended complaint, the witness, *467 Wunderlich, having testified that the notes were executed subsequent to the execution of the supplemental agreement of December 23, 1908, and the allegations of the said paragraphs being that the notes were executed on the 24th day of December, 1908. This exception cannot be sustained. All things between the parties outstanding were merged in the deal contract or agreement entered into between the parties in the supplemental agreement made on December 23, 1908. The defendant under this agreement was to get the property for $375,000. Ruggles paid the contract price agreed upon, $375,000, and the $25,000 that plaintiffs claim they had paid was prior to the time this agreement was entered into between them; and, even if they had advanced and paid out this sum at the request of Ruggles, this was merged in the agreement between them, and the written contract entered into between them controls and cannot be varied by parol evidence, and plaintiffs cannot show by parol evidence anything other than what is fixed by this written agreement. All conversations and negotiations between the parties leading up to the transaction and trade are incompetent. For when there was a meeting of the minds and they reduced the contract between them to writing, and executed the same, the contract speaks for itself and shows what the agreement between the parties was; and any conversation between the parties before this leading up to the agreement would be incompetent, as the written agreement entered into by the parties cannot be varied by parol evidence, but it is the agreement between the parties and is the contract between them that fixes the status and determines the rights of the parties to- it. It must be held that the entire understanding between the párties was crystallized by the written contract entered into between them and that all parties that had been discussed between them prior to that time were merged in the contract written and fully executed by them on December 24, 1908, at Duluth, Minn. In that contract Ruggles specifically agreed to pay $375,000 for the timber *468 lands in question, and the evidence shows that he has carried out the terms of this contract in every particular. The plaintiffs’ attempt to show that Ruggles had made an oral agreement with them at Marion, S. C., prior to the time they met at Duluth to pay the $25,000, which they had executed notes for to the owners of the timber lands, and that at Duluth he renewed this promise — all of these facts were known to the parties plaintiffs, before the written contract was entered into by the parties. It appears conclusively from the evidence that there was some understanding as'to this $25,000 before the contract was executed. It does not make any difference what the discussion or understanding was between them prior to the execution of the contract. The contract shows the understanding of the parties, and their intentions were crystallized by the contract when they executed it. The contract entered into cannot be varied by prior or contemporaneous negotiations or oral agreements entered into inconsistent'therewith. Gibson v. Watts, 6 S. C. Eq. (1 McCord. Eq.) 491; Railway Co. v. Seigler, 24 S. C. 124. 2 The second exception cannot be sustained. The defendant had a right to do as he pleased with the property purchased as long as he carried out the agreement entered into with the plaintiffs, and the evidence shows that he carried out every provision of the written contract itself; and the controversy between the parties is not over the provisions of the written contract, but the plaintiffs are seeking to recover $25,000, which they are claiming is due them, independent of the provisions of the contract; and we fail to see what bearing the introduction of the evidence must have on the points at issue between the parties, the questions asked were irrelevant and immaterial, and his Honor properly excluded .them. This exception is overruled. Exception 4 is overruled by what has been said in overruling the first exception. *469 Exception 3 is overruled, as the entire evidence in fhe case fails to show any subsequent parol agreement was made between the parties after the written contract was entered ■into between them in December, 1908, at Duluth; but the whole evidence shows that the plaintiffs rely on a parol agreement in reference to the $25,000, prior to or contemporaneous with the making of the written contract. The only inference that can be drawn from all of the evidence in the case is that if the parol agreement was ever made and Ruggles made any promise to provide for the same, it was prior to or contemporaneous with the written agreement, and the written agreement in December, 1908, cannot be varied by prior negotiations or contemporaneous negotiations or oral agreement entered into inconsistent with their written contract. ' 4 The plaintiff, Wunderlich, went to Duluth for no other purpose, so he testifies to, than for the purpose of closing the deal and for no other business, and that the deal was closed, contract signed, deeds delivered, and money paid. He testified that there was “a considerable squabble” over various papers drawn, but finally modifications were made and agreement reached. All of the evidence shows that the contract was intended to embrace the entire agreement between the parties. We must hold that the only rights and obligations as fixed in this contract can be enforced. A party to the contract has no interest or obligation other than that provided for in the contract. That contract provides Ruggles should pay $375,000; he has done so. The plaintiffs are attempting to change and vary the contract and exact from him $400,000. The plaintiffs’ evidence conclusively shows that the oral agreement, if made, was while negotiations were going on while they were discussing matters during the two days at Duluth, and before the deal was closed. Whatever the discussion or negotiations were between the parties is immaterial, as the deal when closed was represented by what the parties agreed *470 upon in their written contract. The contract fixes the rights, interests, and obligations of the parties. There is no competent evidence in the case to prove any subsequent parol agreement between the parties, whereby the defendant ■ could be charged and made to pay the amount claimed or any párt thereof. The fifth exception is overruled. Defendant carried out in every particular the terms and agreements entered into between the parties; he paid $375,000 to the owners of the land for the timber according to the stipulations of the agreement; he advanced $150,000 as a working capital to conduct the business of the corporation as stipulated. He conveyed the land to the corporation as agreed, and received preferred stock as agreed, and the others received their stock according to the terms and provisions of the agreement, Ruggles and his assigns 60 per cent., and the plaintiffs and their assigns 40 per cent. Ruggles in all put in $545,000, and the plaintiffs $25,000. The plaintiffs received what they contracted for under the contract entered into by the parties, the contract was carried out, and the shares of the corporation distributed between the plainiffs and the defendant as provided for. The whole evidence in the case shows that, after the mill was unsuccessfully operated for several years, the plaintiffs sought to hold the defendant liable for the notes they gave, and to claim that the written contract was not the entire understanding of the parties, and that there was a parol agreement inconsistent'with the written contract. The exceptions are all overruled, and judgment affirmed. Footnotes [1] Footnote. — Generally as to admissibility of parol evidence to vary terms of written contract, see notes in 17 L. R. A. 273; to show collateral oral agreement, 2 A. & E. Ann. Cas. 146, 22 A. & E. Ann. Cas. 1912a, 781, 26 A. & E. Ann. Cas. 1913a, 37, 31 A. & E. Ann Cas. 1914a, 454.