Meredith v. Holmes

Missouri Court of Appeals

Meredith v. Holmes

80 S.W. 61, 105 Mo. App. 343, 1904 Mo. App. LEXIS 585

CourtMissouri Court of Appeals

DecidedMarch 1, 1904

StatusPublished

Cited by1 cases

This text of 80 S.W. 61 (Meredith v. Holmes) is published on Counsel Stack Legal Research, covering Missouri Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Meredith v. Holmes, 80 S.W. 61, 105 Mo. App. 343, 1904 Mo. App. LEXIS 585 (Mo. Ct. App. 1904).

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Opinion

BLAND, P. J.

(after stating the facts as above.)—So strong is the legal presumption that a written contract, unambiguous and complete in itself, contains all the terms of the agreement between the parties, that parol evidence will not be heard in an action oh a contract to vary or contradict its terms. Evans v. Mfg. Co., 118 Mo. 548; Tracy v. Iron Works, 104 Mo. 193; Black River Lumber Co. v. Warner, 93 Mo. 374; Bunce v. Beck, 43 Mo. 266. Corelated to this rule, is the rule in equity suits to correct a written contract, on the ground of mistake that casts upon the party asserting the mistake the burden of. overthrowing, by evidence that is clear and convincing, the prima facie presumption, that the contract exhibits the ultimate agreement of the parties, and of showing that the mistake was mutual. Judson v. Mullinax, 145 Mo. 630; Parker v. Vanhoozer, 142 Mo. 621; Sweet v. Owens, 109 Mo. 1; Gaylord v. Ins. Co., 40 Mo. 13; Benn v. Pritchett, 163 Mo. 560.

In plaintiff’s letter of July 30th to defendant, he proposed, among other things, that the defendant should [353]*353assume all his responsibility for the stocks and papers and all his financial responsibility relative to the company. Defendant promptly answered that he could not accept this proposition. Every proposition contained in the letter, except the one to assume plaintiff’s financial responsibility relative to the company, and to furnish a buggy, was ultimately accepted and was embraced in the contract, therefore, it is a reasonable inference that defendant’s rejection of plaintiff’s proposition of July 30th was on account of his unwillingness to assume plaintiff’s financial responsibility relative to the company, that is, to save him harmless as an indorser upon the four thousand dollar note of the company to the Franklin bank. The only scrap of evidence tending to prove plaintiff’s contention is the pencil memorandum offered in evidence and his testimony in respect thereto. He testified that he wrote this memorandum at the time the contract was made and that it was understood between himself and defendant that it was to be incorporated in the contract. Opposed to this evidence is, first, the fact that it was not copied into the contract; second, that a copy of the contract was handed to plaintiff after it was prepared; that he held the copy in his hand and followed the defendant as he read aloud the other (the carbon copy); that he is an educated physician and did not discover the mistake and never discovered it until after he was called on to pay the balance due on the note; third; that at no time during the negotiations between plaintiff and defendant was his liability as an indorser on this or any other note of the company ever discussed or even mentioned; fourth, the improbability that a sane business man would agree to pay $3,097.50 or its equivalent, as did the defendant, for a sixteen hundred dollar note on a concern whose solvency was in doubt, and two thousand dollars of its capital stock of uncertain value, and in addition thereto, agree to assume the liability of an indorser on a four [354]*354thousand dollar note. It seems to us that on the plaintiff’s own showing, the weight of the evidence is against his contention that a mistake was made in writing up the contract. The judgment is for the right party under the evidence and is affirmed.

Reyburn and Goode, JJ., concur.

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BLAND, P. J.

(after stating the facts as above.)—So strong is the legal presumption that a written contract, unambiguous and complete in itself, contains all the terms of the agreement between the parties, that parol evidence will not be heard in an action oh a contract to vary or contradict its terms. Evans v. Mfg. Co., 118 Mo. 548; Tracy v. Iron Works, 104 Mo. 193; Black River Lumber Co. v. Warner, 93 Mo. 374; Bunce v. Beck, 43 Mo. 266. Corelated to this rule, is the rule in equity suits to correct a written contract, on the ground of mistake that casts upon the party asserting the mistake the burden of. overthrowing, by evidence that is clear and convincing, the prima facie presumption, that the contract exhibits the ultimate agreement of the parties, and of showing that the mistake was mutual. Judson v. Mullinax, 145 Mo. 630; Parker v. Vanhoozer, 142 Mo. 621; Sweet v. Owens, 109 Mo. 1; Gaylord v. Ins. Co., 40 Mo. 13; Benn v. Pritchett, 163 Mo. 560.

In plaintiff’s letter of July 30th to defendant, he proposed, among other things, that the defendant should [353]*353assume all his responsibility for the stocks and papers and all his financial responsibility relative to the company. Defendant promptly answered that he could not accept this proposition. Every proposition contained in the letter, except the one to assume plaintiff’s financial responsibility relative to the company, and to furnish a buggy, was ultimately accepted and was embraced in the contract, therefore, it is a reasonable inference that defendant’s rejection of plaintiff’s proposition of July 30th was on account of his unwillingness to assume plaintiff’s financial responsibility relative to the company, that is, to save him harmless as an indorser upon the four thousand dollar note of the company to the Franklin bank. The only scrap of evidence tending to prove plaintiff’s contention is the pencil memorandum offered in evidence and his testimony in respect thereto. He testified that he wrote this memorandum at the time the contract was made and that it was understood between himself and defendant that it was to be incorporated in the contract. Opposed to this evidence is, first, the fact that it was not copied into the contract; second, that a copy of the contract was handed to plaintiff after it was prepared; that he held the copy in his hand and followed the defendant as he read aloud the other (the carbon copy); that he is an educated physician and did not discover the mistake and never discovered it until after he was called on to pay the balance due on the note; third; that at no time during the negotiations between plaintiff and defendant was his liability as an indorser on this or any other note of the company ever discussed or even mentioned; fourth, the improbability that a sane business man would agree to pay $3,097.50 or its equivalent, as did the defendant, for a sixteen hundred dollar note on a concern whose solvency was in doubt, and two thousand dollars of its capital stock of uncertain value, and in addition thereto, agree to assume the liability of an indorser on a four [354]*354thousand dollar note. It seems to us that on the plaintiff’s own showing, the weight of the evidence is against his contention that a mistake was made in writing up the contract. The judgment is for the right party under the evidence and is affirmed.

Reyburn and Goode, JJ., concur.

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80 S.W. 61, 105 Mo. App. 343, 1904 Mo. App. LEXIS 585, Counsel Stack Legal Research, https://law.counselstack.com/opinion/meredith-v-holmes-moctapp-1904.

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