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 gen eral extent as other specialties ; Spiers v. Clay's Adm'rs, 11 N. C. 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 pa pers, and defendant offered no evidence of any payment ever been made, and refused to produce his account with the plaintiff (the assignor), on the trial, it was held that the receipt was conclusive ; 2 Taunt. 141. See SEAL; SPECIALTY.
Receipt embodying contract. A receipt may embody a contract ; and in this case it is not open to the explanation or contradic tion permitted in the case of a simple re ceipt; Langdon v. Langdon, 4 Gray (Mass.) 186; Tarbell v. Elevator Co., 44 Minn. 471, 47 N. W. 152. An agreement in a receipt is as conclusive as any other paper executed between the parties ; Davison v. Davis, 125 U. S. 90, 8 .Sup. Ct. 825, 31 L. Ed. 635. The fact that it embodies an agreement brings it within the rule that all matters resting in parol are merged in the writing. See EVI DENCE. 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; Kellogg v. Richards, 14 Wend. (N. Y.) 116; Wakefield v. Stedman, 12 Pick. (Mass.) 562. A bill of parcels with prices affixed, rendered by a seller of goods to a purchaser, with a receipt of payment executed at the foot, was held in one case to amount to a contract of sale of the goods, and therefore not open to parol explanation; while in another case a similar bill was held merely a receipt, the bill at the head being deemed only a memorandum to show to what the receipt applied; Harris v. John ston, 3 Ora. (U. S.) 311, 2 L. Ed. 450; Quer ry v. White, 1 Bibb (Ky.) 271. A bill of lading, which usually contains words of re ceipt stating the character, quantity, and condition of the goods as delivered to the carrier, is the subject of a somewhat peculiar rule. It is held that so far as the receipt is concerned it may be explained by parol ; Peck v. Mallams, 10 N. Y. 529 ; 1 Abb. Adm. 209, 397; Hossack v. Moody, 39 Ill. App. 17. But see Benjamin v. Sinclair, 1 Bail. (S. C.) 174.
Receipts given by a landlord to different tenants are not admissible to show the char acter of the tenancy by a difference in the form of receipts, the receipt being in the one case for one month only and in the other not specifying the time, and the effort being to establish a monthly tenancy ; Schneider v. Hill, 19 Misc. 56, 42 N. Y. Supp. 879.
But as respects the agreement to carry and deliver, a receipt is a contract, to be con strued, like all other contracts, according to the legal import of its terms, and cannot be varied by parol; Wolfe v. Myers, 3 Saudf.
(N. Y.) 7.
In this connection may also be mentioned the receipt customarily given in the New England states, more particularly for goods on which an attachment has been levied. The officer taking the goods often, instead of retaining them in his own manual control, delivers them to some third person, termed the "receiptor," who gives his receipt for them, undertaking to redeliver upon demand. This receipt has in some respects a peculiar .force. The receiptor having acknowledged that the goods have been attached cannot afterwards object that no attachment was ac tually made, or that it was insufficient or il legal; Lyman v. Lyman, 11 Mass. 317; Smith v. Cudworth, 24 Pick. (Mass.) 196. Nor can he deny that the property was that of the debtor, except in mitigation of damages or after redelivery; Wakefield v. Stedman, 12 Pick. (Mass.) 562; Bursley v. Hamilton, 15 Pick. (Mass.) 40, 25 Am. Dec. 423. He may show that the property has been taken from him ; Maxwell v. Warner, 11 N. H. 570. And in the absence of fraud, the value of the chattels stated in the receipt is conclusive up on the receiptor ; Wakefield v. Stedman, 12 Pick. (Mass.) 562.
Where the payment is made in some par ticular currency or medium, as doubtful bank bills, a promissory note of another person, etc., clauses are often inserted in receipts specifying the condition in which such mode of payment is accepted. In most states ne gotiable paper given in payment is presumed to have been accepted on the condition that it shall not work a discharge of the demand unless the paper shall ultimately produce satisfaction; and if an intent to accept it absolutely does not affirmatively appear, the creditor is entitled, in case the paper turned out to him is dishonored, to return it and claim to be paid anew. See PAYMENT. If the receipt is silent on that subject, it is open to explanation, and the creditor may rebut it by proof that the payment admitted was in fact made by a note, bill, check, bank notes afterwards ascertained to be counter feit, or notes of a bank in fact insolvent though not known to be so to the parties, etc.; Murray v. Governeur, 2 Johns. Cas. (N. Y.) 438, 1 Am. Dec. 177; Ontario Bank v. Lightbody, 13 Wend. (N. Y.) 101, 27 Am. Dec. 179; Weed T. Snow, 3 McLean 265, Fed. Cas. No. 17,347. But see Robert v. Garnie, 3 Caines (N. Y.) 14; Phillips v. Blake, 1 Metc. (Mass.) 156. But if the agreement of the parties is specified in the receipt, the clause which contains it will bind the par ties, as being in the nature of a contract; Glenn v. Smith, 2 Gill & J. (Md.) 493, 20 Am. Dec. 452 ; Proctor v. Mather, 3 B. Monr. (Ky.) 353. A receipt for a note taken in payment of an account will not, in general, constitute a defence to an action on the ac count, unless it appears by proof that the creditor agreed to receive the note as pay ment and take the risk of its being paid; Berry v. Griffin, 10 Md. 27, 69 Am. Dec. 123.