Singer Manufacturing Co. v. Allen , 1877 Mass. LEXIS 162 ( 1877 )

Lord, J.

The decisions in Parham Sewing Machine Co. v. Brook, and Same v. Delano, 113 Mass. 194, which have been strongly relied upon by each party in the present case, are founded np on bonds, the conditions of which differ essentially from those of the bond in the present suit. The bonds in those cases were upon condition that the principal obligor should pay for all machines purchased by him of the obligee, and for all notes, acceptances and other obligations whatsoever which the principal obligor should give to the obligee on account of machines purchased. The obligation was confined to such indebtedness of the obligor as arose from his purchase of sewing machines. The condition of the bond in this case has no such limitation ; it, is immaterial for what the indebtedness was incurred. By the terms of the bond, it is wholly unimportant in what manner the liability is created, while in the case of Parham Sewing Machine Co. v. Brock, and Same v. Delano, the indebtedness must have arisen by reason of the purchase of sewing machines by the obligor of the obligee. In one of those cases it appeared that the note of Delano & Co. was given for machines purchased by Delano, while alone. But the language of the court in that case is decisive of this: “ Nor do we interpret the condition of the bond to include only ‘ all notes, acceptances, checks or other obligations whatsoever ’ of Delano alone, as urged in the argument. Any notes, whether his own, or made jointly with another, or the notes of other parties, given by him to the plaintiffs on account of machines purchased, come within the terms of the bond and the liability of the sureties.”

The note in this case is an indebtedness and liability of Allen. It is therefore within the precise words of the obligation. The fact that it is also the liability of another makes it none the less the liability of Allen. The condition of the bond, neither in terms nor by implication, limits the obligation to the sole liabilities of Allen; but if not in words, certainly by the strongest implication, extends it to joint, to conditional and to collateral liabilities. This liability being covered by the words of the bond, there is no necessity for the introduction of paroi evidence to bring it within the intention of the parties. If, however, all the circumstances surrounding and attending the execution of the bond are admissible for the purpose of showing the relation of the parties and the subject matter to which the obligation is applicable ; (Knight v. New England Worsted Co. 2 Cush. 271;) then we think the evidence tendered by the plaintiff, if true and sufficient to establish the facts claimed to exist, would show conclusively that the note given in evidence was the exact liability which the parties contemplated, and which the bond in suit was given to secure. Exceptions sustained.