Horn v. Hansen

• Decision Date: 29 December 1893
• Citation: 56 Minn. 43,57 N.W. 315
• Parties: HORN v. HANSEN.
• Court: Minnesota Supreme Court

56 Minn. 43

57 N.W. 315

HORN

v.HANSEN.

Supreme Court of Minnesota.

Dec. 29, 1893.

(Syllabus by the Court.)

1. A unilateral promise or agreement, in writing, to pay for specified personal property, is binding if upon sufficient consideration; and, in a case not within the statute of frauds, the consideration may be shown by parol. But the writing may not be contradicted by oral evidence, though an issue may be raised in respect to the consideration, or the writing may, for other valid reason, be shown to be inoperative.

2. Where either of the parties to a suit is a stranger to the written agreement in controversy, and does not claim under one who is a party to it, the rule forbidding parol evidence to vary or contradict its terms does not apply. Otherwise when the question arises between those claiming under the original parties to it.

3. A note or other instrument containing an express promise to pay money, without any time specified, is in law payable immediately, and interest runs from its date, while a promise to pay upon demand requires at least a judicial demand to set interest running.

Appeal from district court, Swift county.

Action by Manford Horn against Theodore Hansen. Plaintiff had judgment, and defendant appeals. Affirmed.

T. F. Young and Foland & McCune, for appellant.

E. T. Young, for respondent.

VANDERBURGH, J.

The controversy in this case arises over a so-called “wheat ticket” issued by defendant, and now owned by plaintiff. The plaintiff alleges that one Sylte, under whom he claims, sold and delivered to defendant 45 20-60 bushels of wheat, of the quality and amount designated on the ticket, on the day of the date thereof, and that he thereupon issued to Sylte the ticket, which is as follows: “Ex. A. No. 9,617. Date, Oct. 7, 1891. Theo. Hansen will pay to J. K. Sylte for forty-five 20-60 bushels, grade one N. wheat. Ole Saterbakken, Buyer.” It is also alleged that the wheat, on that day, was worth 81 cents per bushel. Judgment is accordingly asked for the value of the wheat. The defendant, in his answer, admits issuing the ticket, and the delivery of the wheat described therein, at that date, but alleges that he did not purchase the wheat, but received the same to hold for plaintiff as a bailment. The defendant does not deny that the “ticket” was issued for that number of bushels of wheat left with him, or that it was connected with that transaction, or that it was the evidence of his liability therefor. Indeed, defendant admits and insists, in his argument, that it was given in part performance of the actual agreement. But he says that the writing does not contain all the agreement, and he claims the right, not only to supplement it by parol evidence of so much of the entire agreement as is not expressed in writing, but to contradict the terms of the writing, because it is informal, and not a complete agreement, and for that reason he is not bound by it. But we think the writing, on its face, is a valid unilateral promise or agreement, if supported by a consideration, which may, of course, be shown by parol, since the agreement is not within the statute of frauds. The common-law rule permits this, and permits a contract to rest partly in writing and partly in parol, so that it may accordingly be proved by the writing and by parol. Wright v. Weeks, 25 N. Y. 158;Cummings v. Dennett, 26 Me. 397;Arms v. Ashley, 4 Pick. 74. In this case the writing is silent as to the fact or time of the delivery of the wheat; and it might, therefore, be shown that the wheat therein referred to was actually delivered when the written promise was made, as admitted here, or at a subsequent day. In the latter case the writing would be construed as an offer or proposition good while it remained open; and if acted on, and the wheat delivered and accepted before it was withdrawn, the promise would thereupon become binding. 1 Story, Cont. § 572. But the written proposal or promise could not be contradicted by parol, though it might be shown that it was or was not accepted, or that the stipulated quantity of wheat was or was not in fact appropriated to the agreement. The general rule is that the omitted portions of a contract which does not appear to be complete may be proved by parol, but so much of the contract as is in writing must be proved by the writing. Thomas v. Scutt, 127 N. Y. 138, 27 N. E. 961. See Smith, Cont. *73; 1 Greenl. Ev. § 304. It is true that in some instances an instrument purporting to be a contract, and actually signed by parties, may be shown not to be operative, for various reasons, or it may be controlled by an independent agreement not in writing. A conspicuous instance is the case of Sewing Mach. Co. v. Anderson, 23 Minn. 57. No reason appears in this case why...