Torrech Ríos v. Ramos Rodríguez

delivered the opinion of the Court.

A contract of sale having been made between appellee and appellant, it was stipulated therein that a mortgage *170credit in favor of the Federal Land Bank, which encumbered the estate object of the contract was. reduced to a specific amount, which amount was retained by the purchaser Rafael Torrech Rios from the price agreed to be paid on due time, it being further stated that if any other lien should appear besides the mortgage, the vendor “binds itself . . . to cancel the same without any cost whatsoever for the purchaser.”

The deed of sale was executed on March 24, 1953. At that time the sum of $1,976 was owed to the Federal Land Bank as interest accrued on the balance of the mortgage credit assumed by the purchaser. The sum of $1,861.22 was also owed for land taxes corresponding to the fiscal year 1952-53. Both items constituted liens on the property. The accrued interest because they were guaranteed by the mortgage. Tr. Ev. 15. The taxes because it was so provided by law. 13 L.P.R.A. § § 361 and 461; 30 L.P.R.A. § 292.

The appellee paid both amounts and filed suit against the vendor, appellant herein, in order to recover them. Appellant offered oral evidence at the trial in order to prove that the parties had agreed that the purchaser would assume payment of the amounts claimed, that is, that it had bound itself to pay the interest accrued on the mortgage and the taxes pending payment. Appellee objected, through counsel,, to the presentation of said evidence because “it would be tantamount to attempting to alter the terms of a deed." The trial judge sustained plaintiff’s objection and after considering all the evidence he granted the complaint imposing the costs and $100 attorney’s fees on defendant.

An appeal having been taken, the only error assigned is in failing to admit the oral evidence 1 to prove that plain*171¡tiff bound itself to pay the interest accrued and the taxes pending payment.

Appellant argues that generally evidence is not .admissible to alter the terms of a written contract,2 but it .sets forth that § 101, subdiv. 2 of the Law of Evidence, .32 L.P.R.A. § 1886, establishes an exception to said rule.3

Appellant maintains that the testimony of the witnesses which it offered and was rejected by the trial judge would merely show that the parties agreed that the purchaser would assume payment of the accrued interest and of the *172taxes to be paid. And it understands that this evidence-falls within the exception established by § 101 of the Law' of Evidence.4

The trial court acknowledges the rule and its exception but adds that “the determining fact is whether the element of the alleged extrinsic negotiation is covered or not by the contract” and affirms that since the alleged verbal contract is covered by the clause of the deed which bound the vendor to cancel any liens besides the mortgage in favor of the Federal Land Bank up to the sum of $76,000, the same-was not admissible in evidence.

We agree with the trial judge. Extrinsic evidence is not. admissible to alter the terms of a written contract except in the cases enumerated in § 25 of the Law of Evidence, or-to show what was the real transaction between the parties' and the real consideration.5 But a cursory analysis of the situation involved in the present case reveals that the evidence offered would not fall within the exceptions indicated, *173because its purpose was not, in the last instance, to show that the consideration was different from that stipulated in the contract. The evident purpose was to alter one of the clear and precise clauses of the contract, that which establishes that “if any other lien appeared on the rural property, plantations and equipment, which by virtue of this document have been sold to the appearing party Rafael Torrech Rios, aside from the mortgage which encumbers the property in favor of the Federal Land Bank of Baltimore, Porto Rico Branch [the vendor] agrees and is bound by this clause to cancel the same without any cost whatsoever on the purchaser.” 6

The interest having been guaranteed by the mortgage and the taxes corresponding to the year 1952-53 constituting an encumbrance on the real property, the obligation immediately arises on the part of the vendor to pay for these items, pursuant to the clear terms of the above clause. The parties having accepted that the mortgage credit was reduced to $76,000, which amount the purchaser withheld to be paid in its due time, it is clear that the vendor was bound to pay any sum in excess of this amount which might be guaranteed by a mortgage, because it constituted a lien. What other purpose could the clause have? Did not the vendor expressly bind itself to pay any other lien or liability which affected the real property sold in addition to that of the mortgage credit reduced to the specific sum of $76,000? Menéndez v. Fuente, 34 P.R.R. 363 (1925) and París v. Canety, 73 P.R.R. 386 (1952).

It seems appropriate to cite here the case of Sarria v. Alvarez & Co., 38 P.R.R. 813, 828 (1928), where we stated:

“The fundamental basis of section 25 of the Law of Evidence-is the presumption that in an agreement in writing there have been included all of the purposes and all previous negotiations, *174and that the parties have embodied in that document all of their aims and purposes in the meeting of their minds. On that basis was established the rule that the contents of the written agreement are the truth and the whole truth. That rule, as appears from the section and the abundant jurisprudence, has its natural and unimportant exceptions. But generally evidence is inadmissible to vary, correct or contradict the terms of a written agreement between the parties in an action based on that document signed by them or their successors.”

Since the purpose of the evidence rejected by the trial court was to alter one of the clauses of the written contract, the error assigned was not committed.

The judgment appealed from is affirmed.