Graham v. Savage

CourtSupreme Court of Minnesota (US)
Writing for the CourtJAGGARD
Citation126 N.W. 394,110 Minn. 510
PartiesGRAHAM v. SAVAGE et al.
Decision Date06 May 1910

110 Minn. 510
126 N.W. 394

GRAHAM
v.
SAVAGE et al.

Supreme Court of Minnesota.

May 6, 1910.


Appeal from District Court, Hennepin County; Andrew Holt, Judge.

Action by Robert B. Graham against M. W. Savage and others. Judgment for plaintiff, and defendant M. W. Savage appeals from an order denying a new trial. Reversed, and new trial ordered.


Syllabus by the Court

Exceptions to the rule which excludes parol evidence varying or contradicting a complete and unequivocal written contract are recognized only when clearly necessary and proper, because of their natural tendency to invite perjury and fraud and to deprive formal agreements of their certainty.

Ordinarily when a written contract is made and delivered, and nothing remains to complete its execution, parol evidence is inadmissible to prove an understanding that it should not be operative according to its terms. McCormick Co. v. Wilson, 39 Minn. 467, 40 N. W. 571, followed and applied.

The law has recognized as an admitted exception to this rule that no legal obligation is created by a document which concerns merely transactions of friendship and the like, as in an instrument executed to console a dying person or to calm a lunatic.

This exception does not permit parol evidence to be introduced to show that what purported to be a complete written contract is in effect a sham, and is designed to be used for purposes of deceit and fraud.

A contract admitted to be a legal act cannot be shown by words of mouth to have been agreed not to be observed according to its terms.

Plaintiff sought to recover from defendant commissions for ‘placing and sale of its capital stock.’ Defendant admitted employment of plaintiff as a ‘solicitor and salesman for its stock,’ in accordance with the written agreement to pay the ‘agent as commissions on all sales made and closed by agent [a given per cent.] on the amount of the purchase price of each sale of stock made and closed by agent.’ Plaintiff was permitted to amend, so as to allege ‘that in place of a sale the taking of the subscription for the stock was the contract,’ and to show by parol that plaintiff had executed the written agreement as a matter of friendship for, or accommodation to, defendant, because defendant ‘wanted to show the other stock salesmen that plaintiff was not drawing more than they.’ It is held that it was reversible error to receive such oral proof over defendant's objection.


[126 N.W. 395]

M. H. Boutelle and N. H. Chase, for appellant.

James A. Peterson and H. F. Woodard, for respondent.


Plaintiff and respondent sought to recover from defendant and appellant a money judgment in a named sum. The complaint alleged that between certain dates said plaintiff at defendant's request performed services ‘in the placing and sale of the capital stock of the said defendant,’ for which defendant promised to pay a named sum, and prayed judgment for the balance, less payments made, with interest. The defendant answered, admitted the employment of plaintiff ‘as a stock solicitor and salesman for the stock’ pursuant to a written contract made a part of the complaint, alleged other matters not here material, except as may hereinafter appear, denied the indebtedness, and prayed that plaintiff be hence dismissed. The written contract set forth an agreement to pay plaintiff ‘agent as commission on all sales made and closed by agent a sum equal to 10 per cent. of the amount of the purchase price of each sale of stock made and closed by agent as aforesaid.’

During the course of trial defendant objected to the admission of certain testimony concerning a meeting to which plaintiff had brought a ‘subscription heading for stock.’ The court thereupon permitted plaintiff to so amend the complaint as to allege ‘that in place of a sale the taking of the subscription of stock was the contract.’ The trial then proceeded. Plaintiff admitted that he had signed the written contract, previously referred to, at some time. He then testified, notwithstanding objection, that a representative of the defendant requested him to sign the contract. He read it over, and told the representative ‘he could not do it; it was absolutely contrary to his arrangement.’ He was asked to sign it ‘as a personal favor.’ The representative insisted on all the other agents and salesmen doing the same thing. ‘It would be a personal favor to him, and we could go right along and work under the old arrangement, and it would not have any bearing on my connection at all.’ The representative said, after it was signed: ‘You will work on the same basis, just the same as when you came in.’ Plaintiff was corroborated by another witness, who said that the representative of defendant informed plaintiff that it made no difference so far as the previous contract was concerned; that he wanted it to show the other stock salesmen that plaintiff was not drawing any more than they. Plaintiff said under the circumstances he would sign it; but the supposition was that it was not to interfere with his previous contract. The representative of the defendant testified that plaintiff made no objection at the time to signing the contract, and that ‘the contract as signed contained and embodied the oral agreement theretofore entered into between him and plaintiff, with the exception of the drawing account, which was not embodied in this contract; it had been eliminated.’ The court submitted the issues to the jury, which found for plaintiff. Defendant moved for a new trial, and appealed to this court from the order denying his motion.

JAGGARD, J. (after stating the facts as above).

Defendant's exceptions involve a number of alleged errors which, in the view we have taken, it is not necessary to here discuss. The gist of the controversy is whether the rule as to the...

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23 practice notes
  • Morris Plan Co. v. Universal Credit Co., No. 20147.
    • United States
    • Court of Appeal of Missouri (US)
    • January 11, 1943
    ...129; Owsley v. Jackson, 163 Mo. App. 11, 144 S.W. 154; Lefler v. New York L. Ins. Co., 143 Fed. 814, 74 C.C.A. 488; Graham v. Savage, 110 Minn. 510, 513, 126 N.W. 394, 136 Am. St. Rep. 527, 19 Ann. Cas. 1022; Burke v. Walton, 86 S.W. (2d) 96; Fischman-Harris Realty Co. v. Kleine, 82 S.W. (2......
  • North Am. Uranium, Inc. v. Johnston, No. 2779
    • United States
    • United States State Supreme Court of Wyoming
    • October 8, 1957
    ...contract.' To the same effect is Nelson Equipment Co. v. Goodman, 42 Wash.2d 284, 254 P.2d 727, and authorities cited. Graham v. Savage, 110 Minn. 510, 126 N.W. 394, 136 Am.St.Rep. 527, 19 Ann.Cas. 1022; Gibson County v. Fourth & First Nat. Bank, 20 Tenn.App. 168, 96 S.W.2d 184; Barnes v. V......
  • Hamilton v. Boyce, No. 35350
    • United States
    • Supreme Court of Minnesota (US)
    • June 8, 1951
    ...that the evidence offered by defendants falls within the scope of the rule holding parol evidence admissible. In Graham v. Savage, 110 Minn. 510, 126 N.W. 394, 136 Am.St.Rep. 527, 19 Ann.Cas. 1022, the court recognized the distinction between parol evidence to negative the existence of a co......
  • S. F. Bowser & Co. v. Fountain, No. 18913[147].
    • United States
    • Minnesota Supreme Court
    • January 15, 1915
    ...Furn. & Lbr. Co., supra, for the evidence there considered did vary the implied terms of the contract. Neither is Graham v. Savage, 110 Minn. 510, 126 N. W. 394,136 Am. St. Rep. 527,19 Ann. Cas. 1022, inconsistent with the doctrine above stated. In that case the court simply held that parol......
  • Request a trial to view additional results
23 cases
  • Morris Plan Co. v. Universal Credit Co., No. 20147.
    • United States
    • Court of Appeal of Missouri (US)
    • January 11, 1943
    ...129; Owsley v. Jackson, 163 Mo. App. 11, 144 S.W. 154; Lefler v. New York L. Ins. Co., 143 Fed. 814, 74 C.C.A. 488; Graham v. Savage, 110 Minn. 510, 513, 126 N.W. 394, 136 Am. St. Rep. 527, 19 Ann. Cas. 1022; Burke v. Walton, 86 S.W. (2d) 96; Fischman-Harris Realty Co. v. Kleine, 82 S.W. (2......
  • North Am. Uranium, Inc. v. Johnston, No. 2779
    • United States
    • United States State Supreme Court of Wyoming
    • October 8, 1957
    ...contract.' To the same effect is Nelson Equipment Co. v. Goodman, 42 Wash.2d 284, 254 P.2d 727, and authorities cited. Graham v. Savage, 110 Minn. 510, 126 N.W. 394, 136 Am.St.Rep. 527, 19 Ann.Cas. 1022; Gibson County v. Fourth & First Nat. Bank, 20 Tenn.App. 168, 96 S.W.2d 184; Barnes v. V......
  • Hamilton v. Boyce, No. 35350
    • United States
    • Supreme Court of Minnesota (US)
    • June 8, 1951
    ...that the evidence offered by defendants falls within the scope of the rule holding parol evidence admissible. In Graham v. Savage, 110 Minn. 510, 126 N.W. 394, 136 Am.St.Rep. 527, 19 Ann.Cas. 1022, the court recognized the distinction between parol evidence to negative the existence of a co......
  • S. F. Bowser & Co. v. Fountain, No. 18913[147].
    • United States
    • Minnesota Supreme Court
    • January 15, 1915
    ...Furn. & Lbr. Co., supra, for the evidence there considered did vary the implied terms of the contract. Neither is Graham v. Savage, 110 Minn. 510, 126 N. W. 394,136 Am. St. Rep. 527,19 Ann. Cas. 1022, inconsistent with the doctrine above stated. In that case the court simply held that parol......
  • Request a trial to view additional results

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