Freedman, J.The contract between the parties, by which provision was made for the payment or cancellation of the assessment, was deliberately reduced to writing, and duly executed. All prior conversations and negotia*556tians then became merged in the written contract; and consequently the trial judge correctly held that paroi evidence was inadmissible to add to or vary the terms of the written contract. The construction to be placed upon the contract, as evidenced by four written instruments, has been determined upon a former'appeal, 8 N. Y. Supp. 543. It was there held that the contract between the parties was one of indemnity, and not of forfeiture. The direction of the verdict now complained of was in accordance with that decision. The judgment and order should be affirmed, with costs.