Greenebaum v. Gage

Citations

• 61 Ill. 46

Syllabus

<p>1. Contract—construction—parol evidence. Where a person holding the note of another agrees with the maker to forfeit the note if he should buy or sell goods in the line of the wholesale millinery goods business in the city of Chicago before the first of July, 1870; and bill of sale, from the payee to the maker, bearing date prior to the agreement, showed a sale by the former to the latter of all of his interest, the partnership goods, hooks, good will, etc., belonging to a firm of which they were members, in a suit on the note: Held, that it might be shown b)r parol that both papers, although bearing.different dates, were executed at the same time, and formed part of the same contract; that, by such evidence, it might be shown what was the character of the business in which they were engaged, and to which the bill of sale and good will related; but parol evidence as to the negotiations that occurred previous to and at the time of the sale, are inadmissible in such a case, because they were merged in the written agreement, and the separate agreements must refer in some manner to the same thing before they can he viewed as one instrument, and construed in the light of surrounding circumstances.</p> <p>2. Contract—breach of. Where it is claimed that such a contract was broken, it must appear that the payee had, in point of fact, engaged in buying or selling goods in the line of the wholesale millinery goods business at the place and before the time named in the agreement, for himself or some other person with whom he had a joint interest. If he acted as a clerk, or employee only, of persons engaged in the business, and not for himself or a firm in the business, there was no breach of the contract; nor would the fact that he may have held himself out as a member of a firm engaged in the business, forfeit the note, unless lie was a member of the firm. It is error to refuse to so instruct the jury. The true question, was, whether he was iu fact a member of the firm, or