Doty v. Thomson

Learned, P. J.: When a writing appears to be intended to express the whole contract, oral evidence cannot be admitted to prove an undertaking necessarily connected therewith, and one of the elements of the contract. (Eighmie v. Taylor, 98 N. Y., 288.) The written paper in this case contains a description of the goods, the place of shipment, the place of destination, the mode of carriage, the name of the consignee, the pri&e to be paid, the part of the price which had been paid. It contains, therefoi’e, every one of the elements of the contract for carrying the goods. To show a verbal arrangement about towage and unloading was in conflict with a settled rule of law. But the plaintiff insists that this paper was not binding on plaintiff, because signed only by the defendant. And the plaintiff relies on Gage v. Jaqueth (1 Lans., 207), where the court say that no person is bound upon a written contract unless he has signed it. But this cannot be correct. The cases are numerous to the contrary. A few are: Putnam v. Furnam (71 N. Y., 590); Long v. New York Central Railroad Company (50 id., 76); Hinckley v. New York Central and Hudson River Railroad Company (56 id., 429); Belger v. Dinsmore (51 id., 166); White v. Ashton (51 id., 280). [Receipts given by railroad companies and accepted by the shipper have been held to bind him so that he could not prove a different contract. Would it be claimed in this present case that the plaintiff could have proved by parol a different rate of freight than that specified in the writing ? Was he not bound to do the freighting for the price mentioned in the paper specifying the terms, which was delivered to him with the cargo and accepted by him ? Could he prove by parol that instead of delivering the cargo at Albany as specified in the writing he was to deliver it at Cohoes ? Certainly not. If the paper specified all the terms of the contract and was delivered and accepted with the cargo, it is not material that he did not sign it. If a deed of land states that the land is subject to a mortgage, which a grantee agrees to pay as part of the consideration, the acceptance of the deed binds the grantee, personally, although he does not sign it. [246] Let us reverse the position. Suppose this paper had been signed by plaintiff, the carrier, and delivered to defendant on receipt of the cargo, could the defendant then have shown by parol that the goods were to be carried to New York instead of Albany? The case of Covill v. Hill (4 Denio, 323), cited to sustain plaintiff’s position, only explains what a bill of lading is. It' is not necessary to say that the paper in question is a bill of lading. The only question is, whether as between the parties, it was the written evidence of the contract, completely stating its terms. If so, it cannot be contradicted by parol evidence. It seems to me that the authorities hold that such a writing, signed by one party, and delivered to and accepted by the other, at or before the commencement of the work to be done, is the written evidence of the contract. , The judgment should be reversed, new trial granted, referee discharged, costs to abide event. Landon, J\, concurred.