Appeal, No. 7, Jan. T., 1951, from decree of Court of Common Pleas of Centre County, May T., 1949, No. 1, in case of Homer A. Grubb et ux. v. Charles S. Rockey et ux. Decree reversed; reargument refused April 9, 1951.
Edward L. Willard, with him Willard & Dunaway, for appellants. William W. Litke, with him Fleming and Litke, for appellees.
Before Drew, C.j., Stern, Stearne, Jones, Bell, Ladner and Chidsey, JJ.
OPINION BY MR. JUSTICE BELL
Plaintiffs filed a bill in equity for specific performance of a written contract to sell real estate. The contract provided that the purchase price for the real estate or farm was $10,000; which plaintiff proved
they had paid on or before March 1st. Mr. Rockey alleged and testified over the vigorous objection of counsel for plaintiffs that an oral agreement was made for "the sale of said farm for $11,200. and a reservation to the defendants of the wheat crop" after March 1st; and that this oral agreement induced the written agreement. The chancellor found that the purchase price orally agreed upon was $11,200; and consequently refused specific performance. The narrow but very important question raised in this appeal is whether evidence of an oral, contemporaneous inducing agreement is admissible to vary and contradict (1) a comprehensive written agreement, and (2) the purportedly real consideration set forth therein.
The parties hereto entered into a complete, comprehensive and carefully prepared written agreement drawn by Mr. Taylor, defendants' attorney, which recited, inter alia, that defendants agreed to sell and the plaintiffs to buy the farm in question "for the sum of Ten Thousand ($10,000.00) Dollars,*fn1 to be paid as follows: Three Thousand ($3,000.00) Dollars to be paid in cash... upon the signing of this Agreement the receipt whereof is hereby acknowledged; and the further payment of the balance of Seven Thousand ($7000.00) Dollars to be paid in cash to the parties of the first part on or before March 1, 1949.... possession of said premises shall be delivered to the party of the second part,.... on or before the First day of March A.D. 1949; until which time the party of the first part shall be entitled to have and receive the rents, issues and profits thereof." There then followed the usual provisions with respect to taxes and fire insurance, an acceleration clause upon default, and the usual waiver of exemption and inquisition and confession of judgment clauses.
Defendants attempted to both vary and contradict the written contract by the aforesaid oral agreement which they alleged induced the written contract. Defendant Rockey admitted that on Friday, January 7, he had offered to sell his farm to Grubb for $10,000. On Monday, January 10, plaintiff, Grubb, and defendant, Rockey, met, without their wives, to conclude the sale. Defendant took Gurbb to the office of defendants' lawyer. Rockey testified that at that time he demanded $12,500. for the farm and after some haggling, agreed to accept $11,200. and the reservation to himself of the wheat crop which was to be harvested after March 1st; that Grubb agreed to this, but wanted to pay $1200. on the side so his family wouldn't know he was paying more than $10,000; which was the price everyone had agreed upon. Grubb denied this. Mr. Taylor testified that after some haggling Rockey and Grubb agreed that the purchase price for the farm was to be $11,200. There were thus three different versions of what occurred prior to the written agreement, which provided, as above noted, for a purchase price of $10,000. and the reservation of the wheat to Rockey only until March 1, 1949.
All parties agree (1) that on January 10, just before Mr. Taylor drew the written agreement, Grubb paid $3000. cash to Mr. Taylor for which he received a receipt "for down payment on C. S. Rockey farm"' and also $1200. cash for which he received a receipt "cash payment on farm"; and (2) that Grubb paid Rockey $10,000. for the purchase of said farm on or before March 1, 1949. Defendants claim and the chancellor found that said payment of $1200. cash was a payment on account of the oral agreement and not as the receipt shows "cash ...