prohibiting the varying or contradicting of written contracts by parol evidence, and other cases where the facts were similar, but this principle was not invoked or considered. So far as cases of the latter class are referred to in the annotation, they should be regarded as illustrative only. Cases in which the question is treated as one of estoppel are not merely, for that reason, omitted from the annotation. This is frequently only another form of expression of the doctrine that one is or is not precluded by the written instrument from proving, by parol or extrinsic evidence, an agreement at variance therefrom. Nevertheless, the question of estoppel in itself goes beyond the parol-evidence rule, involving other considerations not within the scope of the present subject, and for that reason the annotation does not purport to treat exhaustively the cases turning on this doctrine. While the case in favor of the rejection of parol or extrinsic evidence to contradict or vary the terms of a written contract may appear at first to be strengthened by the insertion of a provision in the contract to the effect that it contains the entire agreement of the parties, and that no representations other than those stated therein have been made or relied upon, etc., this view does not appear to be sound,-in other words, such stipulations should not apparently be given any effect, so far as the present question is concerned, but, notwithstanding their insertion in the contract, the general rule should apply that parol or extrinsic evidence is admissible to show fraud inducing the contract. This is true for the reasons: (1) That, apart from any express stipulation to that effect, the written contract is deemed complete, or otherwise there is no occasion to invoke the rule indicated, and therefore an express provision in the contract to the effect that it contains the entire agreement of the parties, and includes all representations made, adds nothing to the legal effect of the instrument; (2) fraud in the inducement of the contract is shown for the purpose of entirely avoiding it, rendering it of no validity whatever, and therefore the special provisions fall with the contract itself; (3) a party should not be permitted to invoke an estoppel which is brought about by his own fraud, in order to defeat the legal consequences of the fraud; and (4) the general rule is that parol or extrinsic evidence introduced to show fraud inducing a written contract is admissible notwithstanding it directly contradicts the writing; and it is not apparent why, apart from principles of estoppel, a provision of the contract to the effect that no other representations than those stated therein have been made should be exempt from this principle of variance or contradiction in cases of fraud, any more than other provisions of the contract. These conclusions seem justifiable apart from any question of the right of the principal to limit the agent's authority, and, by appropriate stipulations in the contract, protect himself against the fraud of his agent, -a question which, as above indicated, extends beyond the scope of the annotation. It will be observed that in many of the cases in which the false representations were made by agents the view is taken that the principal cannot accept and retain the fruits of the contract and at the same time deny the agent's authority to make the misrepresentations. Such cases are included herein only because of their bearing on the principles involved in the annotation, as to the effect of the parol-evidence rule to preclude a showing of fraud inducing the written contract, without intention of indicating their value or correctness on the question of agency. The general rule is that, notwithstanding stipulations in the contract purporting to make it the sole evidence of the agreement of the parties, or to negative extraneous representations or reliance thereon, the doctrine already stated applies, viz., that the admission of parol or extrinsic evidence to show fraud inducing the contract is not a violation of the principle which prohibits the varying of a writing by parol or extrinsic evidence. Such special provisions are of various kinds, the most usual being to the effect that the contract cannot be 46 United States.-Hubert v. Apostol- off (1921; D. C.) 278 Fed. 673 (affirmed in (1922; C. C. A. 2d) 285 Fed. 161). See also Hofflin v. Moss (1895) 14 C. C. A. 459, 32 U. S. App. 200, 67 Fed. 440; Alabama. Burroughs v. Pacific Guano Co. (1886) 81 Ala. 255, 1 So. 212; Alabama Machinery & Supply Co. v. Caffey (1925) 213 Ala. 260, 104 So. 509; Brenard Mfg. Co. v. Pearson (1925) 213 Ala. 675, 106 So. 171. See also Commercial Finance Co. v. Cooper Bros. (1916) 196 Ala. 285, 71 So. 684; (1927) — Cal. —, 262 Pac. 730; Whit- ing v. Squeglia (1924) 70 Cal. App. 108, 232 Pac. 986; J. B. Colt Co. v. Freitas (1926) 76 Cal. App. 278, 244 Pac. 916; California Credit & C. Corp. v. Ran- dall (1926) 76 Cal. App. 321, 244 Pac. 958; Blackwell v. Thomasson (1927) Connecticut. Callahan v. Jursek (1924) 100 Conn. 490, 124 Atl. 31. Delaware. Omar Oil & Gas Co. v. 138 Atl. 392; Webster v. Palm Beach - - - - Florida. See Braxton v. Liddon in annotation in 10 A.L.R. on p. 1480). Georgia. Mizell Live Stock Co. v. Banks (1912) 10 Ga. App. 362, 73 S. E. 410; Loyless v. Hesse Envelope & Lithographing Co. (1912) 10 Ga. App. 660, 74 S. E. 90. See also State His- torical Asso. v. Silverman (1909) 6 ties are acting entirely on their own judgment, etc. The general rule above indicated that, notwithstanding such stipulations in the written contract, parol or extrinsic evidence is admissi- ble to show fraud inducing its execu- tion, is supported by numerous deci- To the general rule that parol testi- 159 Ill. App. 552 (set out in annota- tion in 10 A.L.R. on pp. 1474, 1475); Jones v. Minks (1914) 188 Ill. App. 45 (set out in same annotation on p. 1475); Security Trust & Sav. Bank v. Telford (1918) 211 Ill. App. 149. But Indiana. Citizens Nat. Bank v. Kerney (1915) 59 Ind. App. 96, 108 N. E. 139; Paxton-Eckman Chemical Co. v. Mundell (1916) 62 Ind. App. 45, 112 N. E. 546. See also Marker v. Outcault Adv. Co. (1919) 69 Ind. App. 344, 122 (1906) 130 Iowa, 170, 5 L.R.A. (N.S.) 436, 106 N. W. 614 (set out in annota- tion in 10 A.L.R. on p. 1479); Lektric Sales Co. v. Hammer (1918) 182 Iowa, 1228, 166 N. W. 593; Good Roads Ma- chinery Co. v. Ott (1919) 186 Iowa, 908, 171 N. W. 721; James v. Grill (1919) 186 Iowa, 1300, 173 N. W. 897. 96 Kan. 262, 150 Pac. 530; Outcault Adv. Co. v. Smalley (1917) 101 Kan. 645, 168 Pac. 677. See also Griesa v. Kentucky. Western Mfg. Co. v. Cotton (1907) 126 Ky. 749, 12 L.R.A. (N.S.) 427, 104 S. W. 758; Smith & N. Co. v. Morgan (1913) 152 Ky. 430, 153 S. W. 749 (set out in annotation in 10 A.L.R. on p. 1475). But see Crawford v. Livingston (1913) 153 Ky. 58, 44 L.R.A. (N.S.) 640, 154 S. W. 407. Louisiana. Anzelmo v. Industrial City Co. (1927) 6 La. App. 79. Maine. Brown v. Blunt (1881) 72 (1904) 99 Md. 583, 58 Atl. 360; Stand- mony cannot be admitted to vary the terms of a written instrument, there Mich. 351, 141 N. W. 578; J. B. Colt Co. v. Reade (1922) 221 Mich. 92, 190 N. W. 672; Plate v. Detroit Fidelity & S. Co. (1924) 229 Mich. 482, 201 N. W. 457; Chandler Motor Sales Co. v. Dertien (1925) 229 Mich. 630, 201 N. W. 954. See also Rodgers v. Simons Sales Co. (1924) 227 Mich. 695, 199 N. W. 683. Minnesota. General Electric Co. v. O'Connell (1912) 118 Minn. 53, 136 N. W. 404 (set out in annotation in 10 A.L.R. on p. 1475); Edward Thompson Co. v. Schroeder (1915) 131 Minn. 125, 154 N. W. 792 (same); GANLEY BROS. v. BUTLER BROS. BLDG. Co. (reported herewith) ante, 1. Mississippi. See Patten-Worsham Drug Co. v. Planters' Mercantile Co. (1905) 86 Miss. 423, 38 So. 209. Missouri. Rabenau V. Harrell (1919) 278 Mo. 247, 213 S. W. 92 (set out in annotation in 10 A.L.R. on p. 1480); Tiffany v. Times Square Auto. Co. (1913) 168 Mo. App. 729, 154 S. W. 865 (set out in annotation in 10 A.L.R. on p. 1476); Ruddy v. Gunby (1915) - Mo. App. —, 180 S. W. 1043; International Harvester Co. v. Jeffries (1928) Mo. App., 4 S. W. (2d) 501. Nebraska. Schuster v. North American Hotel Co. (1921) 106 Neb. 672, 184 N. W. 136, 186 N. W. 87 (distinguishing between fraudulent representations of fact by agent as to subject-matter of contract and fraudulent promissory statements); Stroman v. Atlas Ref. Corp. (1924) 112 Neb. 187, 199 N. W. 26; Johnson v. Nebraska Bldg. & Invest. Co. (1922) 109 Neb. 235, 190 N. W. 590. New Mexico. Berrendo Irrig. Farms Co. v. Jacobs (1917) 23 N. M. 290, 168 Pac. 483. New York. Bridger v. Goldsmith (1894) 143 N. Y. 424, 38 N. E. 458 (set out in annotation in 10 A.L.R. on p. 1478); Universal Fashion Co. v. Skinner (1892) 64 Hun, 293, 19 N. Y. Supp. 62; Smith v. Hildenbrand (1895) 15 Misc. 129, 36 N. Y. Supp. 485; Scarsdale Pub. Co. v. Carter (1909) 63 Misc. 271, 116 N. Y. Supp. 731; Simpson v. J. I. Case Threshing Mach. Co. (1918) 170 N. Y. Supp. 166; John M. Benedict Co. v. McKeage (1922) 201 App. Div. 161, 195 N. Y. Supp. 228; Jackson v. State (1924) 210 App. Div. 115, 205 N. Y. Supp. 658 (affirmed on opinion be is the exception that parol testimony of misrepresentations which cause the low in (1925) 241 N. Y. 563, 150 N. E. 556); White v. Hiawatha Silver Black Fox Corp. (1924) 123 Misc. 868, 206 N. Y. Supp. 847. North Carolina.-J. I. Case Threshing Mach. Co. v. Feezer (1910) 152 N. C. 516, 67 S. E. 1004;, White Sewing Mach. Co. v. Bullock (1912) 161 N. C. 1, 76 S. E. 634; J. I. Case Threshing Mach. Co. v. McKay (1913) 161 N. C. 584, 77 S. E. 848; Miller v. Howell (1922) 184 N. C. 119, 113 S. E. 621; Wolf Co. v. Smith Mercantile Co. (1925) 189 N. C. 322, 127 S. E. 208. See also White v. Fisheries Products Co. (1923) 185 N. C. 68, 116 S. E. 169. North Dakota. Elliott Supply Co. v. Green (1917) 35 N. D. 641, 160 N. W. 1002; National Cash Register Co. v. Midway City Creamery Co. (1922) 49 N. D. 441, 191 N. W. 762. Oklahoma. McLean v. Southwestern Casualty Ins. Co. (1916) 61 Okla. 79, 159 Pac. 660. Oregon. Hetrick v. Gerlinger Motor Car Co. (1917) 84 Or. 133, 164 Pac. 379; Carty v. McMenamin (1923) 108 Or. 489, 216 Pac. 228. South Carolina. J. B. Colt Co. v. Brown (1924) 118 S. C. 368, 110 S. E. 402; Continental Jewelry Co. v. Kerhulas (1926) 136 S. C. 496, 135 S. E. 505. But see J. B. Colt Co. v. Kinard (1923) 126 S. C. 205, 119 S. E. 581. South Dakota.-National Cash Register Co. v. Mahaney (1925) 49 S. D. 1, 205 N. W. 710. Tennessee.-Smith v. Cozart (1859) 2 Head, 526. Texas. Edward Thompson Co. v. Sawyers (1921) 111 Tex. 374, 234 S. W. 873; United States Gypsum Co. v. Shields (1907) Tex. Civ. App. 106 S. W. 724 (affirmed in (1908) 101 Tex. 473, 108 S. W. 1165) (set out in annotation in 10 A.L.R. on p. 1477); Kirby v. Thurmond (1913) - Tex. Civ. App. 152 S. W. 1099; Commonwealth Bonding & C. Ins. Co. v. Bomar (1914) Tex. Civ. App. —, 169 S. W. 1060 (set out in annotation in 10 A.L.R. on p. 1477); Commonwealth Bonding & C. Ins. Co. v. Cator (1915) execution of the contract is admissible; and this is true even though the written contract contains written guaranties or recitals to the effect that all agreements between the parties are contained therein, or a provision that no verbal agreement affecting its validity will be recognized. 47 In other words, a party to a written contract cannot preclude application of the rule that parol evidence is admissible to show that a written contract was entered into in reliance on App., 179 S. W. 530; J. I. Case Threshing Mach. Co. v. Webb (1916) Tex. Civ. App. —, 181 S. W. 853 (set out in annotation in 10 A.L.R. on p. 1477); Avery Co. v. Staples Mercantile Co. (1919) Tex. Civ. App. 183 S. W. 43; Hackney Mfg. Co. v. Celum (1916) — Tex. Civ. App. - 189 S. W. 988 (affirmed in (1920) Tex. —, 221 S. W. 577); Calloway v. Booe (1917) Tex. Civ. App. 195 S. W. 1174; Bankers' Trust Co. v. Calhoun (1919) Tex. Civ. App. —, 209 S. W. 826; Landfried v. Milam (1919) Tex. Civ. App., 214 S. W. 847 (set out in annotation in 10 A.L.R. on p. 1477); Detroit Automatic Scale Co. v. G. B. R. Smith Mill. Co. (1919) — Tex. Civ. App. 217 S. W. 198; American Law Book Co. v. Fulwiler (1920) Tex. Civ. App. —, 219 S. W. 881; Massirer v. Milam (1920) - Tex. Civ. App. —, 223 S. W. 302; Browning Engineering Co. v. Willett (1921) - Tex. 228 S. W. 151 (affirming (1916) Tex. Civ. App. —, 186 S. W. 352); Cattle Raisers' Loan Co. v. Sutton (1925) -Tex. Civ. App. —, 271 S. W. 233; Advance-Rumely Thresher Co. v. Higgins (1926) Tex. Civ. App. 279 S. W. 531; McCaskey Register Co. v. Mann (1926) Tex. Civ. App. —, 283 S. W. 544; Columbia Weighing Mach. Co. v. McElroy's Drug Store (1927) Tex. Civ. App. —, 299 S. W. 351. See also Hickman v. Stewart (1887) 69 Tex. 255, 5 S. W. 833; Martin v. Iroquois Mfg. Co. (1919) Tex. Civ. App. —, 207 S. W. 569; Commercial Jewelry Co. v. Braczyk (1925) Tex. Civ. App. -, 277 S. W. 754. Washington. Gordon v. Hillman (1916) 91 Wash. 490, 158 Pac. 96; Wells v. Walker (1920) 109 Wash. 332, 186 Pac. 857; Dieterich v. Rice (1921) 115 Wash. 365, 197 Pac. 1; Producers Grocery Co. v. Blackwell Motor Co. (1923) 123 Wash. 144, 212 Pac. 154. fraudulent representations, by inserting a clause in the contract that it shall be the sole evidence of the transaction, as such a theory would promote the most flagrant fraud by an easy device.48 And it has been said that the weight of authority is that, in an action on the ground of fraud and deceit, an express exclusion of representations not set out in the writing does not prevent proof of parol representations which amount to fraud, and which induced the making of the conSee also Titan Truck Co. v. Richardson (1922) 122 Wash. 452, 210 Pac. 790. West Virginia. - Corns-Thomas Engineering & Constr. Co. v. County Ct. (1922) 92 W. Va. 368, 115 S. E. 462. Wisconsin. Pratt v. Darling (1905) 125 Wis. 93, 103 N. W. 229 (set out in annotation in 10 A.L.R. on p. 1476); Jones v. Brandt (1921) 173 Wis. 539, 181 N. W. 813. See also Shepard v. Pabst (1912) 149 Wis. 35, 135 N. W. 158. England.-Pearson v. Dublin [1907] A. C. 351-H. L. 47 Arnett v. Sanderson (1923) 25 Ariz. 433, 218 Pac. 986. Where a party is induced to enter into a written contract by false and fraudulent representations made to him by the other party to the contract, the party perpetrating the fraud cannot seal the mouth of the adverse party thereto by inserting in the contract a clause providing that no promise, stipulation, or representation not therein contained has been made; and the fraud may be shown whether the action is for rescission or for damages. Berrendo Irrig. Farms Co. v. Jacobs (1917) 23 N. M. 290, 168 Pac. 483. 48 Jones v. Brandt (1921) 173 Wis. 539, 181 N. W. 813. It was held in this instance that a provision in a contract for the sale and purchase of a dredge, to the effect that the agreement embodied the entire understanding between the parties, and that their liability should not be affected by any prior statement or representation by either of them not contained therein, did not preclude parol evidence to show that the contract was induced by false and fraudulent representations of the seller's agent respecting the construction and capacity of the dredge, although the contract contained certain other warranties and representations respecting the machine. tract, since to give effect to such a stipulation would be a furtherance of the object and result of the fraud;49 that one who is entitled to introduce parol evidence for the purpose of avoiding an entire written contract because it lacked his assent cannot be held bound by any of its stipulations, including those which purport to negative extrinsic representations or guar 49 Standard Motor Co. v. Peltzer (1925) 147 Md. 509, 125 Atl. 451. In Citizens Nat. Bank v. Kerney (1915) 59 Ind. App. 95, 108 N. E. 139, the court, after referring to the doctrine that parol evidence may be received to show fraud in the procuring of a written contract notwithstanding the rule ordinarily prohibiting the admission of such evidence to vary or contradict the writing, said that this is necessarily so because a contract begotten in fraud can have no legal existence; that, however, so to say would be mockery, if by its terms and words such contract may be made to cover up the illegality or fraud with which it is tainted, beyond the possibility of dispute or contradiction by other evidence. 50 Edward Thompson Co. v. Sawyers (1921) 111 Tex. 374, 234 S. W. 873. ex 51 Callahan v. Jursek (1924) 100 Conn. 490, 124 Atl. 31. In this instance the written contract for the purchase of the agency for a signal device provided that it was understood and agreed that the memorandum pressed a complete and final understanding between the parties thereto, that any and all negotiations and representations not therein included were thereby abrogated, and that the agreement could not be modified or varied by any terms or representations unless ratified in writing. But the court held that such stipulation did not preclude recovery for false representations inducing the contract, both because the action was not based on the contract, and because public policy would not permit it to have such effect. See also GANLEY BROS. v. BUTLER BROS. BLDG. Co. (reported herewith) ante, 1, in which the court said that the law should not, and does not, permit a covenant of immunity to be drawn that will protect a person against his own fraud; that such a covenant is not enforceable because of public policy. An express agreement made in a con anties inducing its execution;50 that fraud cannot be contracted against; and that it is against public policy to permit parties to a contract, by the express terms thereof, to abrogate fraud on the part of one of them in procuring it;51 also that a contract cannot be written that will be allowed to conceal the fraud against a legitimate investigation.52 The principles tract, that it shall be incontestable for fraud, is void as against public policy. See, for example, Malas v. Lounsbury (1927) 193 Wis. 531, 214 N. W. 332. The question of public policy, it will be observed, underlies the parol-evidence rule itself. Thus, in Bushnell v. Elkins (1926) 34 Wyo. 495, 51 A.L.R. 13, 245 Pac. 304, the court says that parol evidence is excluded, not because it is of no probative value, but because it is against the policy of the law that written contracts should be overturned in that manner. 52 Cattle Raisers' Loan Co. v. Sutton (1925) Tex. Civ. App. —, 271 S. W. 233. It was held in this instance that parol evidence of fraud inducing a stock subscription was not objectionable as tending to contradict the express terms of the contract, although the latter provided that no conditions or agreements other than those contained in the application and in the company's literature should be binding upon either party. In Avery Co. v. Staples Mercantile Co. (1919) — Tex. Civ. App. - 183 S. W. 43, the court says that the law never countenances a rule which would deny one the right to take advantage of fraud which has been practised upon him; that a contract was never drawn in language strong enough that fraud in its procurement would not penetrate and destroy it; that the basic idea of a contract is that the minds of the parties have met in an agreement upon the subject-matter, that it presupposes that the parties understand the elements entering into the agreement; and, if one party has deceived the other and withheld facts which the other should know, or has misled him as to the facts upon which the agreement is based, there is no such contract that the law will not permit the light of investigation to be turned on it with a view of ascertaining whether it is enforceable. In Granlund v. Saraf (1928) Mass., 160 N. E. 408, the court said |