
    McInnis v. Manning.
    [95 South. 250.
    No. 23072.]
    Contracts. Evidence. Antecedent agreements merged in writing, which cannot be varied, contradicted, or explained by parol.
    
    Where parties to a contract reduce their agreements to writing which is plain and unambiguous in its terms, parol evidence of antecedent agreements, negotiations, and understandings are not admissible to vary, contradict, or explain their meaning. All antecedent agreements are merged in the written contract, and the contract is the sole exponent of the agreement.
    Appeal from chancery court of Simpson county.
    Hon. D. M. Russell, Chancellor.
    
      Suit by A. K. McInnis against G. L. Manning. From a judgment for plaintiff, defendant appeals.
    Reversed and remanded.
    
      G. M. Whitworth, for appellant.
    The litigants, herein, Avere jointly interested in íavo sawmills, located at Byrd and Shivers, Mississippi. In the dissolution of their interest, Manning conveyed all the interest he had, to McInnis in the mill at Byrd, and McInnis, conveyed all the interest he held to Manning in the mill at Shivers, as is shown by the exhibits “A” & “B” on pages 7 and 9 respectively. The only item in controversy is the sixteen hundred and twenty-four dollars and ninety-eight cents arising from the proceed of lumber' manufactured and sold by Manning from the Byrd mill, Manning, along with other property, conveyed “all accounts, money, etc., OAvned by the Long Leaf Lumber Co. and myself.” This language is clear, unambiguous and unsusceptible to but one meaning, and that is all accounts, money, etc.., arising from the operation of the Byrd sawmill on hand was conveyed under exhibit “a” to A., K. McInnis. On pages 43 and 44, Manning states that he, between the 16th and 22nd of April, withdrew this sixteen hundred and tAventy-four dollars and ninety-eight cents from the bank, AA'ithout authority from any one except the unsigned and unexecuted agreement marked exhibit “1,” pp. 58 and 59. Can exhibit “1” purporting to be a copy of a contract, be considered a contract itself? If it cannot then the defendant, Manning, has no standing in court. 9 Cyc. 280-281. “Where parties are merely negotiating as to the terms of an agreement to be entered into between them there is no meeting of minds while such agreement to be entered into between them, is incomplete. Thus where they intend that their verbal negotiations shall be reduced to writing as the evidence of the terms of their agreement, there is nothing binding on them until the Avriting is executed.”
    
      Could the contract — exhibit “1” be enforced, or any of its terms? If it cannot, then how can it be taclced on and become a part of the conveyance marked exhibit “A,” pp. 7-8 of the bill of complaint? The parties, consideration and terms are different. It is unsigned, unexecuted and died in still-birth. It is void, destitute of legal effect, and should not be considered as evidence or in any respect in the determination of this cause. Watson v. Kir'b, 20 So. 624, an Alabama case. The court said, on page 626: “This contract is complete in itself and must be regarded as sole memorial of the agreement of the parties as then made. Prior or contemporaneous statements or stipulations which add to or vary the effect of the writing cannot be received.”
    The conveyance under exhibit “A” between McInnis and Manning is the sole memorial of their agreement and other agreements and statements cannot be received to change its effect. I therefore respectfully submit that this case ought to be reversed and a decree entered for sixteen hundred and twenty-four dollars and ninety-eight cents with all accrued interest and cost for and in behalf of appellant.
    
      Hilton <G Hilton, for appellee.
    It Avill be noted that counsel in his very able brief relies on the proposition that the memorial in writing expressed Avhat the parties intended and it is the arbiter of the rights of the parties here. We are perfectly Avilling to submit the cause on the record as made here Avhich embraces the deed; and we confidently rely on the deed if taken and construed so as to harmonize the various paragraphs, as upholding our contention. As Ave understand the laAV, this is the first rule applied to its construction and interpretation and in applying this rule parole evidence is resorted to, to aid the interpretation. If the instrument can be harmonized by applying this rule, the second resort is to let it stand as an ambiguous instrument, and again parole evidence is resorted to, to arrive at the intention of the parties. As said in the Hart case, supra, the proper end of all rules of construction is to effect the intention of the parties to the instrument and this is true of deed as well as other writings.
   Etheridge, J.,

delivered the opinion of the court.

The appellant brought suit in the chancery court to recover from the appellees certain moneys claimed to be due him under a contract or a conveyance dated April 21, 1920, in which Manning conveyed to Mclnnis a one-half interest in a certain partnership, and also to certain timber described in the said deed, the said deed being a conveyance of all interest in the Long Leaf Lumber Company and of himself under a partnership arrangement between them. The conveyance, after describing the timber, etc., reads:

“I also convey to the said A. K. Mclnnis my one-half interest in and to two yoke teams, equipped with wagons, chains, yokes, tools, etc., also whatever interest in all the lumber manufactured by the Long Leaf Lumber Company, my interest in and to all tools and other interest and equipments owned jointly by myself and the Long Leaf Lumber Company, all accounts, money, etc., owned by the said Long Leaf Lumber Company and myself. It is the intention of this instrument to convey to the said A. K. Mclnnis all my property rights, rights of action, and other interest I may own in the said copartnerships with the Long Leaf Lumber Company, J. W. Mclnnis, J. D. Byrd, Charley Byrd, Joe Byrd, T. J. Byrd, and all other matters of interest pertaining to the above-named persons and copartnerships with regard to my interest at Byrd, Mississippi. I also quitclaim my accounts for feed supplies and other expenses incurred on account of my interest in the aforesaid copartnerships, and agree to cancel al-1 such as may be due or owing me by virtue of my relation to the aforesaid interest. I also agree to discharge all matters of debt due and owing by me as balance due on the above-described timber and convey the same free of incumbrance. .,
“For the above-named consideration the said A? K. Mclnnis conveys and -warrants to me all his rights, title and interest in and to the firm of Manning & Mclnnis at Shivers, Mississippi, I (G. L. Manning) agreeing to discharge all debts due and owing by the said firm-. It is agreed that A. K. Mclnnis is to fill all orders in process of manufacture and deliver them.”

This deed was signed by Manning apd acknowledged by him on the 21st day of April, 1920. On the same day A. K., Mclnnis by deed conveyed to Manning his (Mclnnis’) undivided one-half interest in the business of Manning & Mclnnis at Shivers, Miss., upon the following terms and conditions:

“(1) The said G. L. Manning agrees to transfer to me the interest he owns at Byrd, Miss., and specifically set out in a separate instrument of even date herewith.
“(2) The said G. L. Manning agrees to assume payment of all debts due and owing by the firm of Manning & Mclnnis of whatever description.
“(3) The said G. L. Manning is to receive all moneys, accounts, machinery, live stock and equipment, and all other things of value owned by the said firm of Manning & Mclnnis, and for Avhich the said A. K. Mclnnis conveys his whole undivided one-half interest in and to the firm of Manning & Mclnnis, Shivers, Miss.
“(4) It is agreed that the said G. L. Manning will fill and ship all the orders in the books of the firm of Manning & Mclnnis and will discharge all other obligations the said firm may be liable for.”

This deed Avas duly signed and acknowledged. Prior to the execution of these deeds there had been negotiations for some days betAveen Mclnnis and Manning with reference to Mclnnis buying Manning’s interest in the Long Leaf Lumber Company at Byrd, Miss., and a contract had been drafted, but was unsigned and undelivered, for the conveyance to McInnis of Manning’s one-half interest in the business and timber of the Long Leaf Lumber Company and the Manning at Byrd, Miss. Under these negotiations and the draft of the agreement which was not executed, the value of Manning’s interest at Byrd, Miss., was placed at thirteen thousand four hundred and forty dollars, of Avhich seven thousand dollars Avas to be paid in cash, and McInnis was to assume certain incumbrances upon the timber afterwards conveyed to McInnis. There was something over sixteen hundred dollars in the bank at McLain, Miss., AAdiich under the previous agreement, was to be retained and credited by Manning on the cash payment of seven thousand dollars; said moneys were then in the bank and belonged to the partnership between the Long Leaf Lumber Company and Manning.

When this prior agreement was drafted and about ready for signature, Manning made a proposition to McInnis to sell or buy the partnership business at Shivers, Miss., offering to take twelve thousand dollars for his' one-half interest therein, or to buy McInnis’ interest therein for twelve thousand dollars. McInnis asked for a few days to look the proposition over and to make investigation of the business, and, pending this investigation, it was suggested that the contract with reference to the business at Byrd, Miss., be held up and the same Avas never signed or delivered. McInnis, after investigating the business at Shivers, Miss., testified that he decided to buy a one-half interest in that business at tAvelve thousand dollars, but this intention was not disclosed to Manning, but when they came together again McInnis made tlie proposition that he would sell his one-half interest in the business at Shivers, Miss., for Manning’s one-half interest in the business at Byrd, Miss., 'including the timber, which proposition was accepted and the contracts above referred to drawn and signed by the respective parties. After the execution of these contracts and after they were delivered, McInnis made demand upon Manning for the money derived from the sale of lumber above referred to in the bank at Me-Lain, Miss., which Manning refused to turn over, claiming that he was to have this money under the former arrangement, and that he had drawn the money from the bank between the 16th and 22d day of April, 1920, and that he had paid out about one thousand dollars of it in meeting a pay roll. He does not disclose what pay roll he paid the money out upon nor the day upon which the same was paid, nor does he disclose what he did with the other money. Mclnnis testified that when the deeds above referred to were signed that Manning was in a hurry ito catch a train to Shivers, Miss., and to meet a pay roll there.

The bill filed by Mclnnis in this suit sought a discovery as to moneys, etc., passing under the above conveyance. The defendant ansAvered, but made no discovery, and set up former negotiations with reference to the buying of his interest in Long Leaf Lumber Company by Mclnnis, and set up that it Avas understood at the time of the signing of the deeds that the money had been paid out by him, and it AVas to go to him under the former arrangement, and made his answer a cross-bill, seeking to have his right to the money declared and to reform the deed of Mclnnis if necessary. The complainant, Mclnnis, objected to the introduction of the evidence of the prior negotiations and the memorandum agreement reduced to writing but unsigned and undelivered, on the ground that it was incompetent, and that the deeds were not uncertain in their meaning, but that their meaning was plain and unambiguous and could not be affected by antecedent negotiations and agreements. Much testimony was introduced by the defendant along the line of what the verbal agreements Avere, over objection, but rulings were reserved by the chancellor.

It is the duty of the litigant, when he makes objections, to insist upon a ruling, and if he does not do so he cannot complain on appeal that such rulings were error. Of course it is the duty of the court hearng a case to rule upon the objections as and when made, unless he is uncertain as to what the law is, and should then only delay the ruling until proper investigation can he made. He should rule prior to entering a final decree, so that the parties may take such steps as may be necessary, in the light of his ruling, to protect their interests. The rules of evidence are founded upon the wisdom of the ages, and are conducive to the attainment of justice, and tend to eliminate foreign and irrelevant matters that may becloud the issue or confuse the mind of the trior of facts.

In the present case we think the deeds are unambiguous and plain upon their face, and that all antecedent negotiations were merged in the contract, signed and delivered on this 21st of April, 1920. We think that, under this contract, the money received from the lumber shipment of the Long Leaf Lumber Company, so far as Manning’s interests were concerned, passed to Mclnnis; that, if Manning paid these moneys out' prior to the agreement to the accounts of the Long Leaf Lumber Company, he would be entitled to be protected to that extent, but if these moneys were paid out subsequent to the delivery of the deed, or were paid out in meeting the pay roll at Shivers, Miss., a decree should be rendered against Manning therefor. In other words, it would be his duty to account for all moneys on hand at the time of the completion of the contract, and after the contract Avas made he Avould have no right to use these funds. He assumed in his contract the obligation of paying the debts of the partnership at Shivers, Miss. The old negotiations Avere entirely separate and distinct from the last trade, and have no proper bearing thereon because entirely different considerations were involved. We think, therefore, the chancellor was in error in admitting this evidence of antecedent agreements and in decreeing a dismissal of the complanant’s original bill. We think he was correct in dismissing the cross-bill.

The judgment will therefore be reversed as to dismissal of the original bill, but affirmed as to the dismissal of the cross-bill.

Reversed and remanded.  