Hansford v. Freeman , 99 Ga. 376 ( 1896 )

Atkinson, Justice.

1. The delivery of a promissory note to the payee, or one authorized by law to receive it for him, is essential to its binding force as an obligation to pay upon the part of the maker. By delivery is to be understood, not the mere manual tradition of the paper by the maker to another, but such a delivery accompanied with a present purpose to invest the payee with the right, upon its maturity, to demand its payment. The plea, therefore, in the present case, which set up a non-delivery. of the paper sued upon, was a good defense to this action. It alleged that the agent of the payee received it with the understanding that he was to hold it for delivery until the haj)pening of a particular event. If that event did not transpire, it was not to be delivered at all. The plea .alleged that the event upon which its delivery was made dependent had never occurred, and that notwithstanding this, the agent of the payee had delivered the paper to her. Such a delivery was not effective to charge the alleged maker with its payment. The agent of the payee, as the mere custodian of the paper, was the agent of both parties, and inasmuch as he had no authority to deliver it, the payee, in consequence of a delivery by him, acquired no right to enforce it. It is no contradiction of a written agreement, which does not of itself purport to have been delivered, to assert its non-delivery, and, therefore, parol evidence is admissible to disprove the fact of delivery.

2, 3. The maxim “ignorcmtia legis non >exeusat” cannot be literally applied to all the varied engagements into which men enter in the course of their ordinary business relations with each other. Ordinarily, mere ignorance of the law is not an excuse such as will relieve a man from the obligation of a written contract into which he enters, and which he deliberately delivers with a purpose to bind himself ; yet, courts of equity do not hesitate to relieve against the consequences of one’s ignorance, where such ignor ranee has been supplemented by artful practices of the adverse party, through and by means of which the confidence of the ignorant has been obtained and betrayed to their prejudice. The purpose of the defendant’s equitable plea filed in this case was not to enable him to introduce parol evidence to vary the terms of a written engagement into which he had deliberately entered, but its purpose was to expose the fraudulent means by which his assent to the terms of the agreement were improperly obtained, to secure a reformation of the written contract, in order that it might conform to the real facts of the case, and express the transaction in accordance with the real agreement and •understanding between tbe parties. Tbe ignorance of tbe maker was a potential factor in enabling tbe agent of tbe payee to perpetrate tbe fraud upon bim, by wbicb tbe payee now seeks to profit. It made tbe maker an easy mark for tbe shafts of tbis crafty, skillful archer. If tbe statements of tbe defendant’s plea be true, and tbus they must be taken upon demurrer, tbe agent of tbe payee perpetrated a gross, unconscionable fraud upon bim, and tbe courts, under tbe steady current of decisions rendered, will give bim tbe opportunity to reform tbe alleged agreement, in order that it may be made to speak tbe truth. One of tbe cases wbicb states most satisfactorily tbe principle upon wbicb tbe reformation of contracts is allowable is that of The Liverpool etc. Insurance Co. v. Morris, 79 Ga. 666. Under tbe principle in that decision, tbe plea in tbe present case should not have been stricken.

é. Tbe court erred in striking tbe defendant’s plea, and in overruling bis motion for a new trial; and a new trial is accordingly ordered. Judgment reversed.