By the Court, Parker, J.
It has long been established that a receipt is not conclusive upon the party who has signed it. It may be explained, varied, or contradicted by parol evidence. (1 Phil. Ev. 108. 1 Cowen & Hill’s Notes, 213, and the cases there cited.) And this extends to a receipt incorporated in another instrument; as where, in a deed, there is the usual clause acknowledging the receipt of the consideration money, evidence is admissible to contradict such clause, by showing that the money was not in fact paid. (1 Cowen & Hill’s Notes, 217, and cases there cited.) So a bill of goods, with a receipt in full at the bottom, may be met by showing that the note of a third person, instead of money, was received for the goods, under circumstances which did not operate as a payment; the note having proved unavailable. (Johnson v. Weed, 9 John. 310.)
A distinction is however taken between a mere receipt acknowledging money paid, and a receipt containing an agreement, condition, or stipulation between the parties. The latter *208is in the nature of a contract, and is not liable to be varied by parol evidence. (1 Cowen & Hill’s Notes, 216. 2 Id. 1439.) A bill of lading, for example, is both a receipt and a contract to carry and deliver, and cannot be varied or contradicted. A clean bill of lading, which imports that the goods are stowed under deck, cannot be varied by a cotemporaneous parol contract by which they were to be stowed on deck.. (Creery v. Holly, 14 Wend. 26. Barber v. Brace, 3 Conn. Rep. 9.) Nor can a bill of lading be contradicted as to the course designated in it, which the vessel is to take. (May v. Babcock, 4 Ham. Ohio Rep. 334.) In Barret v. Rogers, (7 Mass. Rep, 297,) it was indeed held that the admission in a bill of lading of the articles being in good order was not conclusive. But that decision was based upon a fraud Supposed to have been practised by the shipper ; the property shipped being velvets in cases and not open to inspection. Sedgwick, J. said, 11 If the property to be transported, and which was declared to be 1 in good order,’ was in all parts open to inspection, and no fraud or imposition was practised, it might not be unreasonable to say that no evidence should be admitted to prove that it was not in good order.” All contracts are open for examination when fraud is alledged. (Creery v. Holly, supra.)
In Goodyear v. Ogden & Pearl, (4 Hill, 104,) the suit was. upon a receipt in the following form: “ Genoa, Sept. 22, 1841. Rec’d of Jonas Goodyear 40tW bushels of wheat, in store. D. Ogden & Co.” The court held the receipt was a contract, or in the nature of a contract, and therefore not open to contradiction under the rule applicable to receipts proper; and the defendants were not permitted to prove the language and conduct of the plaintiff, implying that a sale and not a bailment was intended.
I think the receipt in question in this cause is of the same character,.and subject to the same rules. It is the contract between the parties; and the general rule is therefore applicable, that parol evidence cannot be received to add to, or vary, its terms. (2 Cowen & Hill’s Notes, 1467, and cases there cited.) “ All oral negotiations or stipulations between the parties, which *209preceded or accompanied the execution of the instrument, are to be regarded as merged in it; and the latter is to be treated as the exclusive medium of ascertaining the agreement, to which the contractors bound themselves.” If a bill of sale contains no warranty, but a simple transfer of title, the vendee can not set up a parol warranty, made prior to, or at the time of the sale. (Mumford v. McPherson, 1 John. 414.) It must be presumed the writing contains the entire contract. (Van Ostrand v. Reed, 1 Wend. 424, 432. Reed v. Wood, 9 Id. 285. Dean v. Mason, 4 Conn. Rep. 426. Bayard v. Malcom, 1 John. 467.) Where a promissory note mentions no time of payment, the law adjudges it to be due immediately ; and parol evidence is not admissible to show a different time of payment agreed upon by the parties at the time it was executed. (Thompson v. Ketchum, 8 John. 189. Hunt v. Adams, 7 Mass. Rep. 518. 6 Id. 519. Pattison v. Hall, 9 Cowen, 747.) Where a contract specifies no place for the delivery of portable articles, the law fixes the place ; and evidence of cotemporaneous stipulations, to vary the instrument in this respect, is inadmissible. (La Farge v. Rickert, 5 Wend. 187.) Where a writing is silent as to the time in which an act is to be done, the law implies that it is to be performed in a reasonable time; and evidence as to a cotemporaneous parol agreement as to the time is inadmissible. (Barringer v. Snead, 3 Stewart’s Rep. 201. Simpson v. Henderson, 1 Mood. & Malk. 300. 2 Cowen & Hill’s Notes, 1470, 1471.)
In this case the receipt subscribed by the defendants was clearly the written contract between the parties. No fraud was alledged, and the parties were bound by the terms of the contract, and by the inferences and conclusions which the law, or the weH established customs of trade, might draw from it. All previous agreements and stipulations were merged in the contract.
There is another difficulty in the way of maintaining this suit. The instrument shows that the contract was made with Ira D. Richmond, and not with these plaintiffs. (1 Chit. PI. 8.) I think the judge decided correctly, at the circuit, and that a new trial should be denied.