C. C. 562.
5. Receipts in deeds. The effect to be given to a receipt for the consideration-money, to frequently inserted in a deed of real property, t as been the subject of numerous and con flicting adjudications. The general principle settled by weight of authority is that for the purpose of sustaining the conveyance as against the vendor and his privies the receipt is conclusive : they are estopped to deny that a consideration was paid sufficient to sustain the conveyance. 1 Binn. Penn. 502; 26 Mo. 56 ; 4 Hill, N. Y. 643. But in a subsequent action for thc purchase-money or upon any collateral demand, e.g. in an fiction to re cover a debt which was in fact paid by the conveyance. or in an action for damages for breach of a covenant in the Red, and the like, the grantor may show that the consi deration was not in fact paid,—that an addi tional consideration to that mentioned wan agreed for, etc. 16 Wend. N. Y. 460 ; 4 Johns. N. Y. 23 ; 14 id. 210; 2 Hill, N. Y. 554 ; 10 Vt. 96 ; 12 id. 443 ; 3 N. 11.170; 4 id. 229,397; 1 M'Cord, So. C. 514 ; 7 Rek. Mass. 533; 1 Rand. Va. 219; 4 Dev. No. C. 355 ;. 3 Hawks, No. C. 82 ; 6 Me. 364 ; 5 Barnew. & Ald. 606 ; 5 Ala. 224 ; 5 Lond. Jur. 693 ; 2 Harr. Del. 354 ; 13 Miss. 238; 5 Conn. 113 ; 1 Harr. & G. Md. 139 ; 2 Humphr. Tenn. 584; 1 Gill, Md. 84 ; 1 J. J. Marsh. Ky. 387 ; 3 Md. Ch. Dec. 411 ; 3 Ind. 212; 15 Ill. 230 ; 1 Stockt. Ch. N. J. 492. But there are many contrary cases. See 1 Me. 2; 5 id. 232 ; 7 Johns. N. Y. 341 ; 3 M'Cord, So. C. 552 ; 1 Johns. Ch. N. Y. 390 ; 1 Harr. & J. Md. 252 ; 1 Hawks, No. C. 64 ; 4 Hen. & M. Va. 113 ; 2 Ohio, 182; 1 Barnew. & C. 704.
6. And when the deed is attacked for fraud, or is impeached by creditors as volun tary and therefore void, or when the object is to show the conveyance illegal, the receipt may be explained or contradicted. 3 Zabr. N. J. 465 ; 3 Md. Ch. Dec. 461 ; 21 Penn. St. 480 ; 20 Pick. Mass. 247 ; 12 N. H. 248. See ASSIIMPSIT DEED.
With this exception of receipts inserted in a sealed instrument having some other pur pose, to which the receipt is collateral, a re ceipt under seal works an absolute estoppel, on the same principles and to the same gene ral extent as other specialties. Ware, Dist.
Ct. 496 ; 4 Hawks, Tenn. 22. Thus, where an assignment of seamen's wages bore a sealed receipt for the consideration-money, even though the attesting witness testified that no money was paid at the execution of the papers, and defendant offered no evidence of any payment ever having been made, and refused to produce his account with the plain tiff (the assignor), on tbe trial, it was held that the receipt was conclusive. 2 Taunt.
141. See SEAL ; SPECIALTY.
7. Receipt embodying contract. A receipt may embody a contract ; and in this case it is not open to the explanation or contradiction permitted in the case of a simple receipt. 44 Gray, Mass. 186. The fact that it embodies. an agreement brings it within the rule that all matters resting in parol are merged in the writing. See EVIDENCE. Thus, a receipt which contains a clause amounting to an agreement as to the application to be made of the money paid—as when it is advanced on account of future transactions—is not open to parol evidence inconsistent with it. 5 Ind. 109 ; 14 Wend. N. Y. 116 ; 12 Pick. Mass. 40,562 ; 15 id. 437. A bill of parcels with prices affixed, rendered by a seller of goods to a purchaser, with a receipt of pay ment executed at the foot, was held in ono case to amount to a contract of sale of the goods, and therefore not open to parol ex planation ; while in another case a similar bill was held merely a receipt, the bill at the head being deemed only a ractuoranclum to show to what the receipt applied. 3 Cranch, 311 ; 1 Bibb, Ky. 271. A bill of lading, which usually contains words of receipt stating the character, quantity, and condition of the goods as delivered to the carrier, is the eubject of a somewhat peculiar rule. It is held that so far as the receipt is concerned it may be explained by parol. 6 Masa. 422 ; 7 id. 297 ; 3 N. Y. 321 ; 10 id. 529 ; 25 Barb. N. Y. 16 ; 5 Du. N. Y. 538 ; 1 Abb. Adm. 209, 397. But see 1 Bail. So. C. 174.