Waterville Bank v. Redington , 52 Me. 466 ( 1864 )

The opinion of the Court was drawn by

Walton, J.

This is an action upon a mortgage. After reading the mortgage and the note to secure which it was given, the plaintiffs rested their case. The note is as follows : —

"Waterville, June 25, 1856. — For value received, we jointly and severally promise to pay the President, Directors & Co. of the Waterville Bank, two thousand one hundred and eighty-two dollars, in two years, with interest annually.

"William Eedington, Principal.

Sureties. "Joseph O. Pearson, "Edmund Pearson,

The defendant, William Eedington, then offered to prove that he was only a surety upon the note, and that this fact was well known to the plaintiffs. This evidence was objected to by the plaintiffs, and the presiding Judge ruled that the note was conclusive evidence that the defendant was principal, and, for this reason, rejected the evidence. Thereupon the defendant was defaulted; and, if the ruling was right, the default is to stand; otherwise the default is to be taken off, and the action is to stand for trial, such being the agreement of the parties.

The defendant contends that the words "principal” and "sureties,” added to the names of the signers of this note, form no part of the contract between these parties; that they are mere " descriptio personae,” as much as the words, yeoman, esquire, or gentleman, added to their names, would be; or, at most, that they only show the relation which the signers sustain to each other, and not the relation which they sustain to the plaintiffs; that, in Cummings v. Little, 45 Maine, 183, the signers were all principals, and yet parol evidence was admitted to show that some of them were sureties only; and that the evidence offered in this case would no more contradict the written contract than the parol evidence admitted in Cummings v. Little contradicted the written contract in that case.

We cannot subscribe to this doctrine. We think the words " principal” and " sureties” added to the names of the signers of the note constitute an important part of the contract. They not only show the relation which the signers held to each other, but they also show in what capacity they are holden to the promisees. To allow William. Redington to prove that he was not principal upon this note, is to allow him to contradict what he has unmistakably stated upon the face of it. This the law will not allow him to do. The law places more reliance upon written than oral testimony; and hence it is an inflexible rule-, that "parol evidence is not admissible to supply or contradict, enlarge or vary, the words of a contract in writing.” (2 Kent, L. & B.’s ed., 777.) If error has crept into a written contract, a court of equity, in a proper case, will reform it; but till this is done, courts of law must regard it as conclusive evidence of the terms of the agreement between the parties, and treat it accordingly.

It is true, that, in Cummings v. Little, 45 Maine, 183, parol evidence was admitted to show that some of the signers were sureties only. But in that case the note was silent upon the subject. There was nothing in the body of the note, or added to the names of the signers, to be contradicted by the evidence. Defendant’s counsel contends that when a note is silent upon the subject, all are principals; and that parol evidence to show that some of the signers are sureties only, contradicts the written contract as much as if the word principal Was added to each name. But this is not so. To say that all the parties liable on a note are principals is absurd. All may be original promisors, and equally liable upon it; but all cannot be principals, any more than all can be sureties. Principal and surety, like parent and child, master and servant, are correlatives, and one cannot exist without the other.

When a note is silent upon the subject, it is not contradicted by showing that some of the signers are sureties, and others principals. But when the note is not silent upon the subject, and, in a manner free from doubt, designates some of the signers as principals, and others as sureties, to show that one designated as a principal was in fact only a surety, or that one designated as a surety was in reality a principal, most clearly contradicts the note.

When a note has several signers, it is often of great importance to the holder to know who are principals and who are sureties ; and when the note expresses this, we think it would open as wide a door to fraud, and be productive of as much mischief, to allow it to be contradicted in this as in any other particular.

It is not denied that the defendant signed the note in question, and that he deliberately and understandingly added to his name the word principal; and that he permitted the other two signers to add to theirs the word sureties. If, relying upon this designation of the capacity in which these several parties were holden, the plaintiff has dealt with them in a manner he otherwise would not, justice forbids that they should now be allowed to show, to his prejudice, that their liabilities are not as therein stated.

Default to stand.

Davis, Kent, Dickerson and Danforth,-JJ., concurred.