Guthrie & W. R. Co. v. Rhodes
| Decision Date | 25 June 1907 |
| Citation | 91 P. 1119,19 Okla. 21,1907 OK 66 |
| Parties | GUTHRIE & W. R. CO. v. RHODES. |
| Court | Oklahoma Supreme Court |
Rehearing Denied Oct. 12, 1907.
Syllabus by the Court.
Under the laws of this territory, the execution of a contract in writing supersedes all the oral negotiations or stipulations concerning its terms and subject-matter which preceded or accompanied the execution of the instrument; hence, where a note is given as subscription to a railroad corporation to aid in the construction and building of said road, any representations made prior to or contemporaneous with the execution of the note are inadmissible to contradict, change vary, or add to the conditions plainly incorporated into and made a part of said note.
In the absence of any proof that the signer of a note or written instrument is unable to read, an answer which admits the execution of a subscription note sued upon, but alleges that the person procuring the note had misrepresented the conditions of the same and the extent of the liability that the defendant would incur in signing the same, where the note is in plain language and unambiguous in its terms, such answer will be insufficient to constitute a defense.
Error from District Court, Logan County; before Justice John H Burford.
Action by the Guthrie & Western Railroad Company against W. L Rhodes. Judgment for defendant, and plaintiff brings error. Reversed and remanded.
This was a civil action, tried in the district court of Logan county, to collect a promissory note executed by the defendant in error to the plaintiff in error, of which the following is a copy: The petition is in the usual form, declaring on the note, and alleging specifically that the plaintiff had fully complied with all the terms and conditions of the contract.
To this petition an answer was filed. The answer pleads, first, a general denial. For a second defense the answer admits the execution of the note, but alleges that the execution was procured by misrepresentation and fraud, and pleads as the facts constituting the fraud that the plaintiff resides in the city of Guthrie, and is a property holder and interested in the growth and development of the city; that at the time the note was given the Atchison, Topeka & Santa Fé Railroad was the only railroad running in or out of said city; that for commercial purposes it would tend to enhance the value of property in the city to get new lines of railroads constructed into it; that at the time the said note was given the Chicago, Rock Island & Pacific Railway Company was operating a line of railway about 35 miles west of Guthrie, and that said railroad had extensive lines of railway, and was of great benefit to cities into which it ran its road; that at the said time property owners in the city of Guthrie were anxious to secure other lines of railroads in addition to the Santa Fé for said city, and were willing to pay money in order to get such lines into the city; that a short time prior to January 9, 1900, public notice was given in Guthrie that there would be a mass meeting for the purpose of hearing a proposition submitted by the Rock Island Railroad to build its line into Guthrie; that said notice was circulated by Henry Asp and J. B. Beadles, and other persons, who acted for the subsequently incorporated plaintiff; that on the evening announced for the meeting the defendant and a large number of citizens assembled, and persons there present, representing the interest afterwards incorporated into the plaintiff, made speeches concerning the purpose of the meeting and laying before the people a proposition to raise money to induce the Rock Island Railroad to build into Guthrie; that it was stated by Henry E. Asp and several others, afterwards incorporated under the name of the Guthrie & Western Railroad Company, that if the citizens of Guthrie would donate the sum of $15,000 raised by subscription, the Rock Island would build and operate a line of railway from Kingfisher to Guthrie; that the advantages of such a connection to the city of Guthrie were set forth in those speeches for the purpose of inducing those present and other citizens to subscribe for said bonus; that the speakers claimed to have information that, if the subscription was raised, the Rock Island would build from Kingfisher to Guthrie; that subscriptions were then called for, and various persons subscribed, and that the name of this defendant was called, and he was requested to subscribe $500, when he said that he would subscribe $500 if one J. M. Brooks would do the same; that Brooks refused, but that several people at the meeting cried out that Brooks would subscribe the $500, although Brooks continued to refuse; that defendant does not know whether Brooks subscribed $500 or not, but that he made his subscription on the condition that Brooks did so subscribe, and that he had the impression that Brooks had subscribed the $500; that the defendant signed the note set out in the petition in haste, and did not read it, except he saw it was for the sum of $500, and defendant supposed that the note conformed to the statement which had been made by Mr. Asp and others at the meeting; that it was stated at the meeting that the road might be built under another name, but it really was the Rock Island road; that at the time he signed said note he believed that his subscription was for the purpose of inducing the Rock Island road to build into Guthrie, and that he formed this opinion from what was said at the meeting, and that nothing was said at said meeting which would intimate that the Santa Fé Railway had anything to do with the project, but it was stated that it was not a Santa Fé project, but a Rock Island enterprise; that defendant had no information on the subject, except what he got at the meeting; and that he believed and relied on these representations, and, if the representations had not been made, he would not have signed the note. Defendant further alleges, in this paragraph of his answer, that the Rock Island road has never built into Guthrie, and that in fact the Guthrie & Western Railway is not part of the Rock Island system, but is a branch of the Santa Fé road; that it was well known to the persons who presented the proposition to the people of Guthrie and to the defendant to raise said bonus that the Rock Island road had no intention of building into Guthrie, and that the road intended to be built would be a part of the Santa Fé system, and not of the Rock Island system; that the person making these representations was the agent of the plaintiff, and made the proposition for and on behalf of the plaintiff, and of the Santa Fé Railway, and misrepresented the facts in order to raise the subscriptions, and that no one would have subscribed said bonus if it had been known that it was a Santa Fé scheme, and, knowing this, the agent of the plaintiff carefully cultivated the impression that it was not a Santa Fé, but a Rock Island, project; that the defendant gave the note in suit solely upon such representation; and that there was no other consideration, save the proposition to get the Rock Island Railroad into Guthrie. Defendant further alleges that said Brooks never subscribed $500. For a third defense, defendant substantially alleges that the plaintiff and its agent fraudulently represented that the proposed bonus, to which the defendant subscribed, was for the purpose of inducing the Rock Island Railway to build into Guthrie, when in fact the bonus was to be used to build a branch for the Santa Fé, and that the defendant executed the note sued upon, believing that it was to induce the Rock Island road to build into Guthrie. The fourth defense alleges a conspiracy to induce the defendant and others to subscribe by making bogus subscriptions. The fifth defense was that subscriptions largely in excess of $15,000 were obtained, but there was no evidence offered under this defense. The sixth defense is that the note was void, because under the charter the road would have been built from Guthrie, and not from Seward.
To this answer, and each paragraph thereof, except the general denial, the plaintiff demurred on the ground that the facts stated did not constitute a defense. This demurrer was overruled, to which exceptions were saved. Thereupon the plaintiff replied by a general denial, and the case was tried on these issues. Verdict was returned in favor of the defendant. Motion for new trial was filed and overruled, exceptions saved, and the case is brought here for review.
Green, Martin & Tibbetts and Devereux & Hildreth, for plaintiff in error.
Cotteral & Hornor, for defendant in error.
In this case the plaintiff in error relies upon six assignments of error. We think it will only be necessary to consider three First,...
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