Editor's notes.

- In light of the similarity of the statutory provisions, decisions under former Code 1863, § 3726, former Code 1868, § 3750, former Code 1873, § 3803, former Code 1882, § 3803, former Civil Code 1895, § 5204, former Civil Code 1910, § 5791, former Code 1933, § 38-504, and former O.C.G.A. § 24-6-2 are included in the annotations for this Code section.

Requirements for application.

- To bring a case within the rule admitting parol evidence to complete an entire agreement of which a writing is only a part, two things are essential. First, the writing must appear on inspection to be an incomplete contract; and, second, the parol evidence must be consistent with and not contradictory of the written instrument. Forsyth Mfg. Co. v. Castlen, 112 Ga. 199, 37 S.E. 485, 81 Am. St. R. 28 (1900) (decided under former Civil Code 1895, § 5204); McCreary v. Acton, 29 Ga. App. 162, 114 S.E. 230 (1922); Rauschenberg v. Peeples, 30 Ga. App. 384, 118 S.E. 409 (1923) (decided under former Civil Code 1910, § 5791) Bowen v. Swift & Co., 52 Ga. App. 793, 184 S.E. 625 (1936) See also Harden v. Orr, 219 Ga. 54, 131 S.E.2d 545 (1963) (decided under former Civil Code 1910, § 5791);(decided under former Code 1933, § 38-504);(decided under former Code 1933, § 38-504).

Writing must have essential elements of contract.

- While it is true that parol evidence as to all attendant and surrounding facts and circumstances may be admitted to explain ambiguities in a written contract and that if it appears from the contract itself that it was not intended that the instrument should embrace the entire agreement, parol evidence is admissible to set up collateral agreements not inconsistent with the terms of the writing, in order for these principles of law to have application, the instrument relied on must embrace within itself the essential elements of a contract. Jones v. Knight Mercantile Co., 51 Ga. App. 57, 179 S.E. 569 (1935) (decided under former Code 1933, § 38-504).

Mere unsigned slip of paper, although in the handwriting of the president of the plaintiff corporation, containing only the words "Contract price, $2,950 - J.A. Glass, carpenter, San Verner, plumber and elect," wholly failed to disclose the subject matter of the alleged contract, did not purport to bind anyone with reference thereto, and cannot be construed as such an instrument as, when aided by parol, would constitute a binding agreement. Jones v. Knight Mercantile Co., 51 Ga. App. 57, 179 S.E. 569 (1935) (decided under former Code 1933, § 38-504).

Contracts within the statute of frauds.

- Parol evidence rule does not apply to contracts covered by the statute of frauds. Douglass v. Bunn, 110 Ga. 159, 35 S.E. 339 (1900) (decided under former Civil Code 1895, § 5204); Shinall Bros. v. Skelton, 28 Ga. App. 527, 112 S.E. 163 (1922);(decided under former Civil Code 1910, § 5791).

Provision of former O.C.G.A. § 24-6-2 that if a writing did not purport to be entire agreement between parties, parol evidence was admissible to prove other portions thereof not inconsistent with the writing, was inapplicable to a contract of guaranty because such contracts are required to be entirely in writing under O.C.G.A. § 13-5-30(2), statute of frauds. Builder's Supply Corp. v. Taylor, 164 Ga. App. 127, 296 S.E.2d 417 (1982) (decided under former O.C.G.A. § 24-6-2).

In action to recover on contract of guaranty, parol evidence was not admissible to prove identity of principal debtor, the identity not having been provided by the subject written agreement. Builder's Supply Corp. v. Taylor, 164 Ga. App. 127, 296 S.E.2d 417 (1982) (decided under former O.C.G.A. § 24-6-2).

Contract, partly oral and partly written, for a period of one year is valid and enforceable. Empire Box, Inc. v. Moore, 87 Ga. App. 57, 73 S.E.2d 63 (1952) (decided under former Code 1933, § 38-504).

Collateral agreement which is inducement for written agreement.

- Distinct, collateral oral agreement that is consistent with and usually forms part of the consideration or inducement for the second written agreement, may be established by parol evidence. Diamondhead Corp. v. Robinson, 144 Ga. App. 60, 240 S.E.2d 572 (1977) (decided under former Code 1933, § 38-504).

When the evidence showed the existence of a separate and independent collateral agreement, the renewal of which, for three consecutive years, induced appellee to renew a written agreement with appellant and that the appellant honored this agreement, the appellant could not now keep the agreement from evidence under the sanction of the parol evidence rule. Diamondhead Corp. v. Robinson, 144 Ga. App. 60, 240 S.E.2d 572 (1977) (decided under former Code 1933, § 38-504).

Filling blanks.

- Parol evidence is admissible to fill blanks in the writing not inconsistent with the writing itself. Westbrook v. Griffin, 24 Ga. App. 808, 102 S.E. 453 (1920) (decided under former Civil Code 1910, § 5791).

When, in a special contract in writing between a common carrier and a shipper of livestock, the amount of freight is left blank, the blank may be filled by parol evidence showing the actual amount contracted for and paid by the shipper. Georgia R.R. & Banking Co. v. Reid, 91 Ga. 377, 17 S.E. 934 (1893) (decided under former Code 1882, § 3803).

Subscription for stock.

- Parol evidence rule applies to a written subscription for stock. Hendrix v. Academy of Music, 73 Ga. 437 (1884) (decided under former Code 1882, § 3803).

Receipt given by attorney.

- Parol evidence rule applies to a receipt given by an attorney for a note placed in the attorney's hands for collection. Barclay v. Hopkins, 59 Ga. 562 (1877) (decided under former Code 1882, § 3803).

Contract excluding other representations.

- If a written contract of sale stated that the writing was "made under inducements and representations herein expressed and no others," it could not be proved by parol that plaintiff's agent made any other representation or warranty. Shinall Bros. v. Skelton, 28 Ga. App. 527, 112 S.E. 163 (1922) (decided under former Civil Code 1910, § 5791).

Unambiguous maturity date not waived.

- Former O.C.G.A. § 24-6-2 permitted parol evidence of collateral undertakings between the parties only when the writing did not purport to contain all the stipulations of the contract and only when such evidence was not inconsistent with the writing. In this case, defendant's testimony that the maturity date was waived by parol agreement was directly inconsistent with the certain and unambiguous maturity date stipulated in the written note. Moreover, the general rule prohibiting parol evidence may not be avoided on the theory of a confidential or fiduciary relationship between the parties. Barton v. Marubeni Am. Corp., 204 Ga. App. 346, 419 S.E.2d 342 (1992) (decided under former O.C.G.A. § 24-6-2).

Letter reciting writer's understanding of oral contract.

- Letter written by vice-president of corporation reciting the vice-president's understanding of the oral contract of employment between the president of corporation and the recipient of the letter, since it did not purport to be the contract itself, did not prevent the use of parol evidence to show what the full contract was. Marston v. Downing Co., 73 F.2d 94 (5th Cir. 1934) (decided under former Code 1933, § 38-504).

When written part may be varied.

- When a contract is entire, part of which is in writing and part in parol, the written part cannot be varied by parol evidence in the absence of fraud, accident, or mistake. Rauschenberg v. Peeples, 30 Ga. App. 384, 118 S.E. 409 (1923) (decided under former Civil Code 1910, § 5791).

Contract held complete on contract's face.

- See McCann v. Glynn Lumber Co., 199 Ga. 669, 34 S.E.2d 839 (1945) (timber lease);(decided under former Code 1933, § 38-504).

Effect of part performance.

- Acceptance of the benefits and part performance of the contract by the plaintiff would preclude the defendant from attacking the alleged oral portion of a contract which appeared to be an explanation of the entire contract rather than conflicting with any written provisions. Consumers Fin. Corp. v. Lamb, 217 Ga. 359, 122 S.E.2d 101 (1961) (decided under former Code 1933, § 38-504).

Admitting contract in answer.

- When the defendants admitted in their answer that the written order and notes constituted the entire contract, the defendants were precluded from offering evidence of any other contract. Shinall Bros. v. Skelton, 28 Ga. App. 527, 112 S.E. 163 (1922) (decided under former Civil Code 1910, § 5791).

Assignment of note to secure assignor's debts to bank.

- For application of former O.C.G.A. § 24-6-2 to a situation where debts secured by an assignment of a note included only the assignor's debts on notes signed by the assignor as maker or also to notes on which the assignor might be liable as an endorser or accommodation party, see National City Bank v. Busbin, 175 Ga. App. 103, 332 S.E.2d 678 (1985) (decided under former O.C.G.A. § 24-6-2).

Promissory note held complete.

- If the promissory note constituted an unconditional promise to pay, defendants were prohibited from proving the lender's alleged oral promise which, if proven, would clearly have contradicted the terms of the note requiring payment. Devin Lamplighter, Ltd. v. American Gen. Fin., Inc., 206 Ga. App. 747, 426 S.E.2d 645 (1992) (decided under former O.C.G.A. § 24-6-2).

Written part may not be varied.

- Trial court properly struck a paragraph in an estate executrix's affidavit in opposition to the decedent's nephew's motion for summary judgment, arising from an action regarding estate assets and joint venture agreements, as the executrix's assertions regarding a handwritten note by the husband constituted parol evidence which could not be used to alter the meaning of the unambiguous language of the agreements, and necessity was not shown for admission of the hearsay evidence; accordingly, the handwritten notation that the properties at issue were to be sold for "market value" could not change the contractual language that indicated that the properties would be sold for a predetermined price. Zaglin v. Atlanta Army Navy Store, Inc., 275 Ga. App. 855, 622 S.E.2d 73 (2005) (decided under former O.C.G.A. § 24-6-2).

Cited in Stallings v. State, 319 Ga. App. 587, 737 S.E.2d 592 (2013); Bulloch v. State, 293 Ga. 179, 744 S.E.2d 763 (2013); Carter v. State, 324 Ga. App. 118, 749 S.E.2d 404 (2013); Miller v. State, 296 Ga. 9, 764 S.E.2d 823 (2014); Epstein, Becker & Green, P.C. v. Anduro Holdings, LLC, Ga. App. , 816 S.E.2d 695 (2018).

Am. Jur. 2d.

- 29A Am. Jur. 2d, Evidence, § 1128 et seq.

C.J.S.

- 32A C.J.S., Evidence, §§ 1176, 1195, 1196, 1219, 1243, 1244, 1245, 1255 et seq., 1269.

ALR.

- Competency of parol evidence to show a money consideration additional to that stipulated in a written contract, 12 A.L.R. 354.

Competency of parol evidence to vary, contradict, or add to terms of ticket or token issued by carrier for transportation or accommodation of passenger, 62 A.L.R. 655.

Parol evidence rule: tests for determining whether entire agreement is embodied in the writing (rule of integration), 70 A.L.R. 752.

Admissibility of parol or extrinsic evidence to show promise of employment or other consideration not embodied in written release of claim for bodily injury or death, 92 A.L.R. 248.

Admissibility of parol or extrinsic evidence to alter or supplement written records of local legislative bodies, 98 A.L.R. 1229.

"Contractual" consideration as regards parol evidence rule, 100 A.L.R. 17.

Parol evidence rule as applied to rights or liabilities of coparties to contract as between themselves or their privies, 129 A.L.R. 673.

Election by beneficiary to take under or against will as predictable upon initiation of, or participation in, court proceedings, 166 A.L.R. 316.

Performance of work previously contracted for as consideration for promise to pay greater or additional amount, 12 A.L.R.2d 78.

Parol evidence to show duration of written contract for support or maintenance, 14 A.L.R.2d 897.

Failure to object to parol evidence, or voluntary introduction thereof, as waiver of defense of statute of frauds, 15 A.L.R.2d 1330.

Admissibility of oral agreement as to specific time for performance where written contract is silent, 85 A.L.R.2d 1269.

Admissibility of oral agreement respecting duration of employment or agency where written contract is silent, 85 A.L.R.2d 1331.

Effectiveness of stipulation of parties or attorneys, notwithstanding its violating form requirements, 7 A.L.R.3d 1394.

Enforceability of voluntary promise of additional compensation because of unforeseen difficulties in performance of existing contract, 85 A.L.R.3d 259.