Lowry v. Roy

Citations

• 238 Pa. 9
• 85 A. 986
• 1913 Pa. LEXIS 917

Syllabus

<p>Contract — Written contract — Prior negotiations.</p> <p>1. When a contract has been reduced to writing, it is understood as expressing the final conclusions of the contracting parties, and fully accepted as merging all prior negotiations and understandings, whether agreeing or inconsistent with it.</p> <p>2. To contradict or vary the terms of a written contract by an oral contemporaneous agreement between the parties, there must be allegation as well as proof, not only of it, but of its omission through fraud, accident or mistake from the writing.</p> <p>3. The evidence of a contemporaneous parol agreement modifying the terms of a written contract must in order to prevail, be clear, precise and indubitable, must carry a clear conviction of its truth and be sufficient in weight to move the conscience of a chancellor to reform the instrument.</p> <p>4. In an action by a contractor for laying the water pipe of a water company against a sub-contractor and his surety, a trust company, the trust company set up as a defense that it had been agreed orally between the contractor and the vice president of the trust company that the location of the line had been fixed, and that there would be no departure therefrom. The contract between the contractor and the water company gave to the water company the right to change the location of the line, and this was known to the vice president of the trust company at the time of his conversation with the contractor. Subsequently the vice president caused to be drawn the contract between the sub-contractor and the contractor, and also the bond in suit, but without inserting in it any stipulation that the contract was based upon the line as then actually located. During the progress of the wqrk the line was changed by the water company. Held, that the alleged parol agreement was inadmissible as a defense inasmuch as it was not made contemporaneously with the written agreement, and that it should be considered as a prior negotiation wh