Chapman v. Chapman, 59 Id. 218. Putnam v. Tyler, 21 WEEKLY NOTES, 33. ancing, and finally in the separation of the parties by divorce. It is claimed by her that as a result of all this litigation, and by a settlement and compromise she was to receive the Chatham street property free and discharged of all liens and encumbrances, including the mortgage now in controversy. A. C. Hays testified that it was true that the property was to be given to her free of encumbrance against him which might interfere with her enjoyment or ownership of the property, but that the mortgage intended to protect his son Harry and which would ultimately give him the property, was not included in the arrangement. The plaintiff claimed that the defendant Harry J. Hays was estopped from upholding the mortgage by his conduct at the time the settlement was made when the divorce was obtained, and offered in support of this claim the was induced to sign a paper by the representation evidence of A. M. Brown, the substance of which of her husband that it was a deed of trust "inwill be found in the opinion of the Supreme tended to keep the property in his own family Court. ant's bill states the original transaction as a gift January 4, 1897. MITCHELL, J. The complainof the house by her husband to her for life, and her own testimony as well as that of her husband agrees with the averments of the bill that after her death the property was to go to the appellant Harry J. Hays. But the bill further states her objection that at the time of the conveyance she after her death and secure the transmission of the The contention on the part of the defendant title to the remainder therein to his son, the deHarry J. Hays, was that in view of the admitted fendant Harry J. Hays," whereas it was a mortfact that he was to come into this property at the gage by her as the holder of the title, to a trustee death of his stepmother, the details of the arfor the benefit of the said Harry J. Hays, whererangement to secure him were of no consequence by as she subsequently learned she was "deceived -that his rights became vested when the trans- and defrauded." action took place, and that no subsequent settle To call such a transaction a deception is to use ment or compromise between his father and step- highly exaggerated language, but to consider it mother could operate to prejudice his rights. a fraud is a misapplication not only of words The cause was heard upon bill, answer and but of substantial principles. Complainant was proofs, and the Court, KENNEDY, P. J., entered a mere volunteer, and as a donee she was bound the following decree: "First. That the mortgage for eight thousand dollars described in the second paragraph of the bill of complaint in this cause, is fraudulent, null and void; and the defendant Harry J. Hays is required to deliver the same up to be cancelled. to take the gift on the terms imposed by the donor. The best and simplest conveyancing to accomplish the undisputed purpose would have been a deed to White as trustee for her during life and remainder to Harry in fee, or a deed to White and a deed by him to her for life with remainder "Second. That Kate Cochran and Rilla Coch- to Harry. The donor chose to have the deed ran, upon whom, by the last will and testament from White to complainant in fee and have her of Adda L. Hays, now deceased, signed Adda L. make a mortgage in trust for Harry. Except for Cochran, the title to the property No. 41 Chat- an equity based on the donor's intention that she ham street, city of Pittsburgh, has been devolved should not be disturbed by the mortgagee duras devisees thereof in fee simple, are the owners ing her life, there was no substantial difference thereof in fee simple, in law and equity, clear of all encumbrance." Whereupon the defendants took this appeal, assigning for error this action of the Court. J. McF. Carpenter, (John F. Cox with him), for appellants, cited— Freeman v. Freeman, 2 Pars. Sel. Eq. Cases, 82. to her in the methods. But even if there had been, the donor had a right to change his mind, and if she had objected the only consequence would have been the accomplishment of the same result in another way, or the failure of the gift altogether. But further than this, even if she had been a purchaser for value she would have had no equity against the mortgage except to be undisturbed by it during her life, and no such in J. M. Stoner, (A. M. Brown with him), for jury was alleged or proved in the case. There appellees, cited was no fraud in the giving of the mortgage, and by her own statement, the complainant had no equity of any kind, on the original transaction. As to the subsequent settlement the complain Decree reversed and bill dismissed with costs. Oct. '96, 80. Supreme Court. S. H. T. October 29, 1896. Dickson v. Hartman Mfg. Co. ant stands on different ground. By that she re-ly was he not informed of his rights or of the pos465 linquished her rights in the property of her hus- sible effect of the proposed settlement on them, band and as to him she was therefore a purchaser but he was actively misled by previous informafor value. But although appellant was a volun- tion from complainant herself that he no longer tary donee of the mortgage, yet the gift was ex- had any interest in the property, as his father ecuted and his estate in remainder could not be had taken it away and given it to Cora Helvie. divested by any agreement between his father and One of the weightiest elements in estoppel, knowhis stepmother to which he was not a party, ex-ledge of his own rights in the subject matter, was cept by estoppel. Of this there is no sufficient therefore absent, and there is no other ground on evidence. The claim rests mainly if not entirely which complainant could base any equity against on the testimony of Major Brown as to what appellant. took place between himself and the appellant at the time the latter became a witness in the litigation between his father and the latter's wife. Appellant was sought as a witness in the divorce case, and Major Brown out of sympathy was rather reluctant to call him against his father, but found him possessed of knowledge of important facts and "willing to tell the truth," and in so doing to help his stepmother. Then, continues Major Brown, "I talked to him in my office privately and confidentially over the whole subject, and communicated to him the proposed settlement by which she was to get this house and relinquish all other rights, and in fact I told him everything about it. He showed willingness to testify in the divorce case. . . . He expressed unqualified satisfaction that she was to get that house, and seemed to think it was too little. . . . Of course I arranged that settlement without consulting him, with my own client." This is the whole substance of the testimony on this point, and standing alone it would be meagre to divest an estate. But its weight is materially lessened when considered in connection with the circum Contract-Evidence Varying written contract by parol proof. itself and contemplates no further addition to its terms, Where a written contract is apparently complete in it cannot be added to by parol, except in accordance with the rule that there must be shown fraud, accident of the party seeking to make the addition, contradicted or mistake which must be proved by more than the oath by the other party. The rule is not altered by declaring on a contract as partly written and partly parol. him employment on certain terms; B. entered on the A., after an interview with B., wrote to him offering employment. In an action to recover for an alleged illegal discharge: roborated, that he had accepted the employment on conHeld, B. could not show by his own evidence, uncordition that it should last for at least one year. stances. The conversation, it will be observed, Appeal of the Hartman Manufacturing Comwas in reference to the divorce case and the ques-pany, defendant, from the judgment of the Comtion of property was altogether incidental to that. mon Pleas No. 3, of Allegheny County, in an The mortgage was not mentioned expressly and action of assumpsit brought by George A. Dickit was certainly not prominent in Major Brown's son. mind, if indeed he knew of it at all. In answer The plaintiff filed a to the question whether this mortgage and its claimed that he had been employed by the destatement in which he validity was one of the mooted questions in the fendant by a contract contained in the following equity case, he said, "It seems to have been, al-letter: though it was not touched upon in testimony when "Pittsburgh, Pa., July 30, 1894. I was present, it unquestionably was involved "GEORGE A. DICKSON, ESQ., Pittsburgh, Pa. among the other transactions." There is no evi- "Dear Sir:-Referring to our conversation reldence that appellant had any reason to suppose ative to your coming with the Hartman Manuthat the settlement communicated to him affected facturing Company, I beg to submit my ideas his own rights. He was a young man, just under of the conditions which I think would be satisor just over twenty-one. His age does not ap- factory to the company. You to receive the pear exactly, but he testifies that in December, sum of $208.34 monthly, and if you fill the posi1877, when the deed to complainant and the mort- tion to the satisfaction of the company and regage were made, he was between fourteen and main in its service until July 1, 1895, that you fifteen years old, so that in September, 1884, when shall receive between July 1, and September 1, the settlement was executed, and this conversa- 1895, the additional compensation of 3 per cent. tion was before that, he was certainly under twen- of the net profits of the Hartman Manufacturty-two and probably under twenty-one. Not on-ling Company for the year ending July 1, 1895, and 2 per cent. of the net profits of the Ellwood time than one year, provided he should give satShafting & Tube Company for the same period. isfaction, and that if he should remain in the If you should not, from any reason, be retained employment of said companies until the until July 1, 1895, then you would not be entitled first of July, 1895, he was to receive to any share of the profits above referred to. from the Hartman Manufacturing Company "It is understood that you would have entire a salary at the rate of $2500 per year, payable charge of the office and sales departments of both monthly, and three per centum of the net profits the Hartman Manufacturing Company and the of the Hartman Manufacturing Company, for the Ellwood Shafting & Tube Company. Your en-year ending July 1, 1895; and that he did, in purgagement would be with the Hartman Company, suance of said agreement, enter into the employbut your services would be in the interest of both ment of said company and render satisfaction, companies, although no salary would be paid you and was discharged about the first of Novemby the Tube Company, other than the probable ber, 1894, without cause or default on his part, contingent above set forth. and that he was ready and willing to render the service up until the end of the year. "Your official position would probably be that of secretary of the respective companies, and your responsibility as to the management be alone subject to consultation with and approval of the president of said companies. Upon this offer the Court ruled as follows: "The offer seems to go beyond the statement in a material point, that is, it avers an employment for a definite time. The statement simply avers an indefinite employment, that being, in our judgment, the meaning of a permanent sit "Because of our business being altogether new to you, I think the above a fair basis on which to base your engagement. Hoping you will uation, as used there. Because the facts ofsee it in the same light, I remain, Very truly yours, "W. H. HARTMAN." fered to be proven are not covered by the declaration we sustain the objection." The plaintiff then by leave of Court amended his That said plaintiff accepted the proposition up-statement so as to make it correspond with the on the conditions stated in said letter, and the offer, and renewed the offer, which was, under further condition that the plaintiff should have exception to the defendant, admitted. The dea permanent situation; that otherwise he would fendant submitted, inter alia, the following point: not give up his employment with the Oil Well "2. The testimony of the plaintiff is insufficient Supply Company, and that the said Hartman to establish employment for a year or any other then and there agreed that the said plaintiff should agreement than that contained in the letter, [the have a permanent situation, provided he should letter above quoted] which was answered as folgive satisfaction; the said plaintiff then entered lows: into the service of said corporation in the capac- "This point is refused. He says that the modiity above mentioned, and continued in their ser- fication was before the acceptance of the letter, vice to their satisfaction until the first day of and that they came together, and that the letter November, 1894, when he was discharged with- was merely used as defining some of the terms of out any fault upon his part and without any com- the contract, and that the oral contract was difplaint on the part of either of said corporations. ferent." The defendant claimed to recover eight months Verdict for plaintiff, $1734.74 and judgment salary, and the percentages on estimated profits. thereon. The defendant took this appeal, and After the jury was sworn, before MCCLUNG, J., assigned as error, inter alia, the refusal to affirm the claim as to profit was withdrawn. The plain- the above quoted points. tiff gave in evidence the letter above quoted and then made the following offers to prove by his own. testimony: John F. Sanderson, (with him Walter Lyon and Charles H. McKee), for appellant. The letter showed a hiring from month to That after certain negotiations between him- month, it was attempted to convert it by parol to self and the president of the Hartman Manufac-a hiring by the year. This cannot be done, for turing Company, an agreement was entered into, what a memorandum of a contract clearly expartly in writing and partly by parol, the letter presses may not be contradicted by oral testiof July 30, 1894, being that part of the agreement mony. which was in writing, that the plaintiff should be employed by the Hartman Manufacturing Company and the Ellwood Shafting & Tube Company, as sale agent and manager, and that he was to have a permanent situation, that is, not for less Bollinger v. Eckert, 16 S. & R. 424. Gorrell v. Home Life Ins. Co., 24 U. S. App. 188. Seitz v. Brewers Co., 141 U. S. 510. Naumberg v. Young, 44 N. J. L. 31. 467 Even if there were fraud, accident or mistake set out at length herein. Second, said plaintiff alleged, the contract cannot be reformed on the accepted the proposition upon the conditions uncorroborated testimony of one witness. Jackson v. Payne, 114 Pa. 67. Stull v. Thompson, 154 Id. 43. Hoffman v. Bloomsburg R. R. Co., 157 Id. 174. W. K. Jennings, (H. G. Wasson with him), for appellee. . stated in the letter marked Exhibit A, and the further condition that the plaintiff should have a permanent situation, . . and that the said Hartman then and there agreed that the said plaintiff should have a permanent situation provided he should give satisfaction." The plaintiff then avers in the statement that he entered the service of the defendant and continued therein to their satisfaction until the first day of NoAppellant's counsel seem to have become wed- any fault upon his part, and he claims to recover vember, 1894, when he was discharged without ded to the idea that it was impossible for the for eight months salary at $208.34 per monthplaintiff to accept the proposition contained in $1666.72, three per cent. of the estimated profits the letter, in any other way than by writing, and of the Hartman Co., $5400, and 2 per cent. of the that no matter what was the actual agreement estimated profits of the Ellwood Co., $2160, makbetween the parties as to the acceptance of the ing in all $9226.72. All of these items are based proposition even though it might have been modified, it could not be shown in evidence because cover upon an entire contract for at least one upon a claim that the plaintiff was entitled to rethat portion of the agreement which was in parol whole year, and upon the allegation that he was was inconsistent with the provisions of the writ-discharged without cause at the end of a few ten instrument. It is difficult to answer such an months, leaving eight months of the year unpaid argument as this, because its error is self-evident. for. That this statement of claim was founded If a man should write to another, offering to sell a horse for $500, payable $100 in cash, and the upon the written letter of July 30, 1894, is not and remainder in thirty days, and give him two days about employment for a year, and there is, therecannot be disputed. But the letter says nothing in which to answer, and the purchaser should re-fore, an added assertion in the statement, that the fuse the proposition as stated, but accept it with the modification that the deferred payment should be made in sixty days instead of thirty, according to the allegation of our opponents, the purchaser would be bound by the letter if he accepted it. The definition of a contract is the coming of two minds together, and all the propositions and counter propositions imaginable would not make the contract until the parties agreed. The very question as to whether the agreement was all in writing, or not, was submitted to the jury in an unexceptionable charge, and by their verdict they found that it was not, but that it was accepted by the plaintiff by parol with the modifications above mentioned, particularly that the employment should be for the term of one It seems to us that this ends the matter and there is nothing further to discuss. plaintiff accepted the proposition upon the condition that the plaintiff should have a permanent ditions stated in the letter, and "the further consituation." As this was in parol, the plaintiff undertook on the trial to establish this part of his allegation by his own verbal testimony. His offers of proof were rejected chiefly because they only alleged a verbal condition that he should have a permanent situation, and this was too indefinite to support a specific claim for one year, and there was nothing in the plaintiff's statement except a claim that he was to have a permanent situation. Thereupon the plaintiff asked leave to amend his statement by saying that an agreement was entered into "partly in writing, to wit, Exhibit A, attached to plaintiff's statement, and partly by parol, by which the plaintiff was employed by the defendant company for a period of a year at an January 4, 1897. GREEN, J. The plaintiff's annual salary of $2500 payable in monthly instalstatement bases his claim to recover in this case ments," and the percentage of the net profits of upon the letter of July 30, 1894, marked, "Exthe Hartman Company as previously stated. The hibit A," and annexed to, and made part of, the amendment was allowed, and then the plaintiff statement. In stating his contract with the de- proceeded to testify that he had said to Mr. Hartfendant he describes the contents of the letter, man that he would be willing "to chance it for a and adds, "which agreement was embodied in year," and then Hartman said, "If you are willing letter addressed to said plaintiff by said H. W. to chance it for a year all right." While one of Hartman, dated July 31, 1894, a true and correct the objections was thus removed to the admission copy of which is hereto annexed, marked Ex- of this testimony, it was the least important of all, hibit A, and made part hereof as fully as though and does not at all reach the radical objection year. a that it is of what took place a few days, as the door to parol evidence in that regard would be to witness says, before the letter was written. He beg the whole question." says: "The result was that when we came to In Naumberg v. Young, 44 N. J. Law, 31, the Pittsburgh I went to our office and then in a few following language of the opinion in especially days after that this letter was written." Without apposite: "If the written contract purports to conmaking any comments upon the contradiction be- tain the whole agreement and it is not apparent tween the plaintiff's statement of his cause of ac- from the writing itself that anything is left out to tion, verified by his oath, and his verbal testi- be supplied by extrinsic evidence, parol evidence mony, and the readiness with which he changed is inadmissible. . . . If the instrument shows that his testimony so as to meet the objections of the it was meant to contain the whole bargain beopposing counsel and the Court, it is enough to tween the parties, no extrinsic evidence shall be know that his verbal testimony was most positively admitted to introduce a term which does not and emphatically contradicted and denied by Mr. appear there." Hartman, and hence the case presents the ordi- In Van Voorhis v. Rea Bros., 153 Pa. 19, we nary question of the sufficiency of the testimoy to said: "The several writings offered in evidence alter the contract, where there is the oath of one by the plaintiff and received without objection, witness only on one side and the writing and the all relate to the same subject and are evidence of oath of another witness on the other side. The successive steps in one transaction; taken togethcontention that the contract was partly in writ-er they constitute a contract of bailment. . . The ing and partly in parol, does not help the case. defendants not denying the writings or alleging The contract was complete without the parol fraud, accident or mistake, undertook to show by part, and the plaintiff says it was accepted, and one of their number that the contract was somehe founds his claim upon its terms. But he seeks thing different from that which was written. This to add to it by declaring that he accepted it with they could not do by the uncorroborated testian added verbal condition. What is this but the mony of one witness, flatly contradicted as he alteration of the instrument? If he made an ad- was by the plaintiff, or even uncontradicted." ditional condition, it was his duty to have it inIn Wyckoff v. Ferree, 168 Pa. 261, it was said corporated into the writing. Failing in this it in the opinion: "A compliance with a request in was at the very least necessary for him to show 1892 was made evidence upon which to base a that the added condition was omitted from the right in 1893. There had been no omission writing by mistake, fraud or accident. But there through fraud, accident or mistake; there was is nothing of that kind in the plaintiff's testimony. no ambiguity in the language of the contract; According to him he accepted the written con- there had been established no business usage tract with a verbal addition contradicting it. He which threw light upon the intention of the pardid not allege that there was any promise to ob- ties, and there was nothing to explain. The alserve the verbal condition although it was not in leged parol agreement was at variance with the the writing, and hence cannot, and does not, now written contract. It was supported by the tesallege, that he accepted the writing upon the faith timony of one witness, and denied by that of anof such a promise. His testimony is such that it other. The previous modification, claimed as a does not bring the case within any of the excep- corroborating fact, was based upon a request tions to the rule prohibiting parol evidence to which negatived any claim of right and its weight contradict written instruments. The writing is would seem to be with the defendant. We are of complete in itself and therefore may not be con- opinion that this evidence was not sufficient to tradicted by adding new parol terms to it. What sustain a finding by the jury which changed or modified the written agreement between the parwas said by Chief Justice FULLER in Seitz v. ties, and binding instructions should have been Brewers' Refrigerating Co., 141 U. S. 510, is quite given as requested." The foregoing decision is in point in this connection, to wit: "Whether the in precise analogy with the case at bar. written contract fully expresses the terms of the the defendant who was engaged in the business agreement was a question for the Court, and since of street railway advertising, was authorized by it was in this instance complete and perfect on its the plaintiff's writing to insert the plaintiff's adface, without ambiguity, and embracing the whole vertising card in certain cars in a designated While the contract was subject matter, it obviously could not be deter- space, at a fixed price. mined to be less comprehensive than it was. And running the plaintiffs desired to withdraw their this conclusion is unaffected by the fact that it cards and substitute the cards of other persons did not allude to the capacity of the particular in their place, having sublet the space to those machine. To hold that mere silence opened the persons. This was refused and in an action to There |