OPINION BY MR. JUSTICE BELL, March 19, 1951:
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 plaintiffs proved
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,
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 payment on farm". If said $1200. cash payment for the farm was paid before the written agreement was dictated or signed, it was certainly
Mr. Taylor after consultation with Rockey, advised Grubb by letter dated March 4th, that Rockey would not go through with the sale of the farm until Grubb made some agreement with him concerning the wheat crop which was to be harvested after March 1st; and returned to Grubb four checks totaling $5800. If, on March 4th, plaintiffs still owed defendants $1200., as defendants now claim, is it not difficult to understand why Mr. Rockey and Mr. Taylor would have failed to mention that fact and would have demanded the wheat crop instead of the $1200.?
It is unnecessary to decide
The chancellor relied on Danish Pride Milk Products Co. v. Marcus, 272 Pa. 340, 344, 116 A. 303; Excelsior Sav. F. & L. Assn. v. Fox, 253 Pa. 257, 98 A. 593; Croyle v. Cambria L. & I. Co., 233 Pa. 310, 82 A. 360; Gandy v. Weckerly, 220 Pa. 285, 69 A. 858; and Greenawalt v. Kohne, 85 Pa. 369, which held or broadly asserted that "a contemporaneous oral agreement,
The modern Pennsylvania Parol Evidence Rule is well stated by Mr. Justice STEARNE in Walker v. Saricks, 360 Pa. 594, 598, 63 A.2d 9: "This Court said in Gianni v. R. Russell & Co., Inc., 281 Pa. 320, 323, 126 A. 791: `Where parties, without any fraud or mistake, have deliberately put their engagements in writing, the law declares the writing to be not only the best, but the only, evidence of their agreement: Martin v. Berens, 67 Pa. 459, 463; Irvin v. Irvin, 142 Pa. 271, 287. All preliminary negotiations, conversations and verbal agreements are merged in and superseded by the subsequent written contract . . . and unless fraud, accident or mistake be averred, the writing constitutes the agreement between the parties, and its terms cannot be added to nor subtracted from by parol evidence: Union Storage Co. v. Speck, 194 Pa. 126, 133; Vito v. Birkel, 209 Pa. 206, 208.'"
In the leading case of Gianni v. Russell & Co., Inc., 281 Pa. 320, 126 A. 791, we thus stated the test to be applied in cases of this character (p. 324): "In cases of this kind, where the cause of action rests entirely on an alleged oral understanding concerning a subject which is dealt with in a written contract, it is presumed that the writing was intended to set forth the entire agreement as to that particular subject. `In deciding upon this intent [as to whether a certain subject was intended to be embodied by the writing], the chief and most satisfactory index . . . is found in the
But the defendants further contend, and the chancellor found, that "parol evidence may always be introduced to prove the true consideration or purchase price. . . .".
No logical or sound reason has been suggested why, in a case like this, the purchase price or consideration set forth in an executory written contract for sale of real estate should be treated differently from any other term or provision therein, or, more particularly, why it should be excluded from the Parol Evidence Rule. The old rule probably originated in connection with deeds which frequently recited a consideration of $1.00 or other nominal consideration, and which did not purport to show the true consideration or the real purchase price which the parties had actually agreed upon. The language so broadly asserted by the Court in such cases was loosely and perhaps unwittingly repeated in and applied to all cases in which the parties sought to prove by parol evidence the alleged actual or true consideration. We are convinced that there exists no more reason for excepting in an agreement
We therefore hold that where the purchase price set forth in a written agreement purports to be not merely a nominal, but the real or actual amount agreed upon, then in the absence of fraud, accident or mistake, evidence of an alleged contemporaneous oral agreement (on the faith of which the written contract was allegedly executed), is inadmissible to add to or subtract from or contradict or vary the purchase price or consideration set forth in said written contract.
Decree reversed and record remanded to court below, with directions to enter a decree in accordance with this opinion. Costs to be paid by appellees.