Cargill Commission Co. v. Swartwood
| Citation | 198 N.W. 536,159 Minn. 1 |
| Decision Date | 02 May 1924 |
| Docket Number | 23,749 |
| Parties | CARGILL COMMISSION COMPANY v. F. A. SWARTWOOD AND OTHERS |
| Court | Supreme Court of Minnesota (US) |
Original Opinion Filed April 4, 1924
ON PETITION FOR REHEARING.
Parol evidence inadmissible to vary written contract of guaranty.
1. Defendants gave plaintiff their written guaranty of all moneys requested by and furnished to a milling company. There was no limitation of the amount or purposes of the advances so guaranteed. Those made were all at the request of the milling company and used for its benefit and proper corporate purposes. Held that the written contract cannot be varied or contradicted by parol evidence that there was an agreement that the advances were to be kept within a certain limit, or to be made for but one special purpose, or for use at but one place.
When admissible in such case.
2. In such a case parol evidence is admissible insofar as it is necessary, and no farther, to enable the court to apply the written contract.
When omitted portions may be proved by parol.
3. If a written contract is not complete -- that is, if it does not express the entire contractual assent of the parties -- the omitted portions may be proved by parol evidence. But the test of the completeness of the written contract is the document itself. If it appears to be complete, that ends the inquiry, and parol evidence is inadmissible to prove first the fact, and then the purpose of the alleged omission.
If necessary, omission may be proved by extrinsic evidence.
4. While the only criterion of the completeness of the written contract is the writing itself, the incompleteness need not appear on the face of the document from a mere inspection. It is enough that the omission appear when the court, aided, if necessary, and only if necessary, by extrinsic evidence, comes to apply the contract to its proper subject matter.
When contract cannot be contradicted by evidence of oral agreement on collateral matter.
5. A contract, appearing on its face and in application to its subject matter to be complete, cannot be contradicted by evidence of an alleged oral agreement concerning a collateral matter which might have been included in the writing had the contractual assent gone so far, it being as objectionable to contradict that which is clearly expressed by silence as that stated in words.
On May 2, 1924, the following opinion was filed:
Petition on Rehearing
Respondents' petition for rehearing is denied, but its tenor is of that commendable character which deserves this additional comment.
Counsel for respondents fear that the opinion, as it stands, will be considered as overruling, in part at least, Wyman Partridge & Co. v. Bible, 150 Minn. 26, 184 N.W. 45; Bradshaw v. Barber, 125 Minn. 479, 147 N.W. 650, and Lehigh Coal & Iron Co. v. Scallen, 61 Minn. 63, 63 N.W. 245. In those cases the question of the reasonableness, in some aspect, of credit extended under a guaranty was held to be for the jury, whereas in this case we have disposed of it as a matter of law. Lest others might construe the opinion to the same...
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