Stokes v. Humphries , 152 Ga. 621 ( 1922 )

Fish, C. J.

(After stating the foregoing, facts). The note which was executed by Stokes, the plaintiff in error, to Humphries for $10,000, and the bond for title which Humphries then executed and delivered to Stokes, taken together, constituted a single contract in writing. While Stokes did not sign the bond for title, he did sign the note; and before he could have the right to submit oral evidence to vary or contradict the terms of the contract as contained in the writing, it would be necessary for him to show that the contract was obtained by fraud or executed by mistake relievable in equity. The two papers constituting one written contract, the maker of the note, who was the obligee in the bond, could not vary or contradict the terms’ of the bond so as to enlarge his rights or diminish his liabilities, without showing fraud upon the part of the maker of the bond and the payee in the note in obtaining the signature to the note and the acceptance of the bond. And, according to the repeated rulings of this court, the fraud which would relieve a party who can read, under the circumstances set forth in the petition, must be fraud which prevents him from reading. “ Equity will not reform a written contract because of mistake as to the contents of the writing on the part of the complaining party (who was able to read), and fraud of the other party which consists only in making false representations as to such contents, on which the complaining party relied as true because of confidence in the party 'making them, no fiduciary or confidential relation existing between the parties, and no sufficient excuse appearing why the- complaining party did not read the contract.” Weaver v. Roberson, 134 Ga. 149 (67 S. E. 662). There is no merit in the contention that Humphries and Stokes were partners, and that because of that fact such confidential relations existed between them as would relieve the complainant of the effects of his negligence in acquainting himself with the terms of the contract for the sale and conveyance of this land. The establishment of the contention of the plaintiff in error as to this question depends upon the effect of his efforts to eliminate the written contract so as to permit him to enter upon a consideration of prior negotiations which resulted in the written contract. If those prior negotiations had resulted in a written contract embodying what the plaintiff in error now contends was the real understanding between the parties, there might have been 'something in the contention that such confidential relations existed between them as would have excused him for relying upon statements made in the conduct of the business, and that would have justified him in expecting from Humphries the observance of that good faith which one partner owes to another. But when this transaction was made the two parties had not progressed to that extent in the formation of a partnership which would excuse either one of them for failing to exercise the ordinary diligence of business men in the signing of written instruments embodying the evidence of a consummation of negotiations leading up to an important business transaction. If the bond for title in this case contained a mistake, or if the'plaintiff in error was in ignorance of its terms, or if it contained terms which enabled the obligor in the bond to perpetrate an actual fraud, the mistake or fraud would have been apparent to one of ordinary intelligence upon a reading of the paper; but the plaintiff in error did not read it, it seems, and even alleges that he did not give it serious consideration. And, so far as appears from this petition, the complainant let a considerable time elapse before carefully considering the paper and ascertaining-its contents; just how long a period of time he let elapse the pleader does not show — certainly does not show that he exercised any diligence in ascertaining the contents of the writing. It may be that the case is a hard one under the facts alleged, which are to be taken as true upon demurrer; but that does not authorize the court of equity to grant relief to one who failed entirely to exercise the diligence and prudence imposed by law upon one who seeks equitable relief.

It follows from what we have said, that the judgment sustaining the demurrer and dismissing the case must be affirmed.

Judgment affirmed.

All the Justices concur. Atkinson, J., concurs in the judgment.