Hills v. Hopp

<p>Abstract of the Decision.</p> <p>1. Evidence—when exclusion of parol evidence contradicting memorandum erroneous. In an action to recover for breach of a parol contract to repurchase stock assigned by defendant to plaintiff, it appeared that plaintiff received a certain certificate, assigned in blank, and surrendered it for cancellation, receiving a new certificate, and that defendant, who was president of the' corporation issuing the stock, made on the face of the canceled certificate a memorandum, which was never delivered to or seen by plaintiff, to the effect that a new certificate had been delivered to plaintiff in lieu of that which was canceled. Parol evidence of the contract sued on was excluded, on the ground that it contradicted a written instrument, the memorandum being the instrument referred to. Held, that the exclusion was erroneous, the memorandum not being a contract between the parties, for which reason the rule invoked did not apply.</p> <p>2. Contracts, § 32*—when memoranda not binding as contract. Memoranda made by officials of a corporation for their own convenience- in keeping their records are not binding on strangers who are ignorant of the existence of such memoranda.</p> <p>3. Appeal and error, § 365*—what points not reviewable. Points not made at the trial cannot be made for the first time on review.</p>