Sayre v. Burdick

• Decision Date: 19 November 1891
• Citation: 50 N.W. 245,47 Minn. 367
• Parties: SAYRE v BURDICK.
• Court: Minnesota Supreme Court

47 Minn. 367

50 N.W. 245

SAYREvBURDICK.

Supreme Court of Minnesota.

Nov. 19, 1891.

(Syllabus by the Court.)

1. Parol proof of a consideration for a written contract, other than that expressed in it, is not admissible to vary its terms. So where a bill of sale recited as the consideration a sum in hand paid, and also contained a covenant on the part of the vendee to pay the partnership debts of himself and the vendor, it is not admissible to prove, for the purpose of enforcing such parol promise, that the vendee also, in consideration of the sale to him, promised by parol to pay individual debts of the vendor.

2. One who seeks to enforce a promise made to another for his benefit is bound, the same as the promisee would be, by the rule excluding parol proof to vary a written contract.

Appeal from municipal court of Minneapolis; MAHONEY, Judge.

Action by W. S. Sayre against Frederick A. Burdick to recover the value of certain promissory notes of a third party which defendant had promised to pay. Judgment for plaintiff. Defendant appeals. Reversed.

Loran C. Stevenson, for appellant.

Freeman P. Lane and Wm. H. Briggs, for respondent.

GILFILLAN, C. J.

One O'Donnell executed four promissory notes payable to plaintiff. O'Donnell and defendant were partners, and the former sold to the latter his interest in the partnership business and property. The complaint alleges that in consideration of this sale, and as a part of the purchase price, the defendant agreed to pay the promissory notes to plaintiff. On this alleged promise the cause of action is based. It appeared on the trial that the transfer by O'Donnell to defendant was by bill of sale in writing. This recites that the sale is made in consideration of $425 in hand paid, and the defendant (the vendee) thereby assumes and agrees to pay all liabilities of the firm. The question in the case is, was it competent to prove by oral testimony that as an additional consideration the defendant promised to pay the notes held by plaintiff? As a general rule, the expression of a consideration in a written contract does not exclude proof by parol of another or different consideration. 1 Greenl. Ev. 285; Rawle, Cov. 65. But such evidence is not admissible for the purpose of defeating, or varying, the terms of the written contract. Bruns v. Schreiber, 43 Minn. 468,45 N. W. Rep. 861, and cases cited. In the case before us the written contract between O'Donnell and defendant purports to express, not only...