Rawlings v. Fields , 28 Ga. App. 195 ( 1922 )

Stephens, J.

1. Where a written contract contains all the agreements respecting the subject-matter by which the parties are bound, contemporaneous or prior negotiations and agreements between the contraeting parties in reference to the same matters are, in the absence of fraud, accident or mistake, irrelevant to establish the terms of the contract entered into between the parties. Only the written contract will be considered for the purpose of ascertaining the agreements in respect to the subject of the contract by which the parties intended to be bound. Brosseau v. Jacobs' Pharmacy, 147 Ga. 185 (93 S. E. 293); Bullard v. Brewer, 118 Ga. 918 (45 S. E. 711); Wilson v. Hinnant, 117 Ga. 46 (43 S. E. 408); Bass Dry Goods Co. v. Granite Mfg. Co., 113 Ga. 1142 (39 S. E. 471); McMillan v. Cochran, 24 Ga. App. 579 (101 S. E. 717); Wellmaker v. Wheatley, 123 Ga. 201 (51 S. E. 436).

2. That one of the. parties to the written contract executed it by appending his signature thereto when in a hurry to attend to other business and without reading the instrument which he signed, and that he executed the instrument relying upon an alleged false representation, made to him by the other contracting party, that it contained the true agreement, is insufficient to establish the contention that he was fraudulently induced to sign the contract. S'ee, in this connection, Tinsley v. Gullett Gin Co., 21 Ga. App. 512 (94 S. E. 492), and citations.

3. Where certain personal property, including certain live stock, was sold and delivered by the plaintiff to the defendant for part cash and the balance in deferred payments, and the parties afterwards agreed upon a rescission of the contract, which rescission was made in a written instrument which provided that the plaintiff released the defendant from all liability for the unpaid purchase-money, in consideration of the defendant’s allowing the plaintiff to retain the cash payment which he had received from the defendant, and the surrender to the plaintiff by the defendant of all the personal property which the defendant had purchased from the plaintiff, with the exception of the live stock included in the former sale, which live stock the defendant had sold and parted with the possession of, but in lieu thereof agreed in the contract ■ of rescission to substitute certain other live stock which the defendant had in his possession, such written contract of rescission will be taken as a complete contract and as containing all the agreements by which the contracting parties intended to be bound as respecting the consideration to be received by the defendant for his transfer to the plaintiff of the substituted' live stock mentioned in the contract. It follows that certain prior promises alleged by the defendant to have been made to him by the plaintiff, by the terms of which the plaintiff agreed to pay, for the benefit of the defendant, a certain consideration for the surrender by the defendant to the plaintiff of the substituted live stock mentioned in the contract of rescission, which consideration was the payment by the plaintiff and the cancellation and delivery by him to the defendant of certain outstanding purchase-money notes which the defendant had given to third persons in payment for the substituted live stock which the defendant had bought from such third persons, and which live stock the defendant had, before completing payment therefor, delivered to the plaintiff in pursuance of the terms of the written contract of rescission, and in substitution for the stock which the defendant had previously bought from the plaintiff, and had subsequently sold, were irrelevant and not admissible for the purpose of adding to or varying the written terms of the contract of rescission.

Decided February 10, 1922.

Complaint; from city court of Sandersville — Judge Goodwin. May 30, 1921.

Jordan & Harris, for plaintiff. Evans & Evans, for defendant.

4. In a suit on the purchase-money notes which the defendant had executed to such third persons in payment for such substituted live stock, and which notes the plaintiff had acquired as transferee from the payees thereof, but which the plaintiff had not cancelled and delivered to the defendant in accordance with the plaintiff’s alleged promise to the defendant, made extraneously to the written contract of rescission, and which in view of the rulings here made can not be considered as a part of the legally established contract between the parties, the trial judge erred, after proof of the written contract of rescission had been made, in admitting in evidence, as a part of such contract, such prior extraneous promises and statements alleged to have been made by the plaintiff. It therefore follows that the overruling of the plaintiff’s motion for a new trial was error. ,

■Judgment reversed.

Jenhins, P. J., and Hill, J., concur.