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Pym(inventor) v. Campbell, Queen’s Bench, 1856 Does a condition precedent to an agreement invalidate a written agreement? Issue Reasoning
Serjt: Davies does not apply – the instrument was imperfect. The whole point of a writing is to prevent disputes as to terms – but this K was silent on the condition. Erle: If it be proved that in fact the paper was signed with the express intention that it should not be an agreement, other party cannot fix it as an agreement upon the writing.


∏ and ∆ entered in an agreement for the sale of ownership rights in a machine that the ∏ invented.

Evidence to vary the terms the terms of an agreement in writing is not admissible, but evidence to prove that there is not an agreement at all is adminissible. Davis: Where the holder of a bill writes his name on it and hands it over, that is no endorsement if tit was done on the terms that it should not operate as an endorsement till the condition is fulfilled.

The machine was to be approved by 2 engineers appointed by the ∆. One of the engineers approved but the other was not available. A written agreement was drawn and signed for convenience pending the approval of the 2nd engineer (Abernethie). 2nd engineer did not approve later.

Crompton: Jury found that the paper signed was not to be binding until Abernethie approved of the invention. No rule of law exists that prevents a party from showing that a signed paper was conditional upon something. Compbell: ∆ satisfactory proved that the ∏ knew that ∆ did not intend the paper to be an agreement until approval of the 2nd engineer.

The parties may not vary a written agreement; but they may show that they never came to an agreement at all.

No addition to or variation from the terms of a written K can be made by parol. By ∆ can show that there was never an agreement.

Held Procedure P argues D argues

∏ sued for breach because he refused to accept the 3/8 interest. Jury trial for ∆. ∏ obtained a rule nisi for a new trial. ∆ showed cause. Rule dismissed. At trial jury was told: If they were satisfied that before the paper was signed that it was agreed amongst the parties that it should not operate as an agreement until Abernethie approved of the invention, they should find for the ∆. Price terms were agreed to if bought at all…Did not intend for the writing to be binding until Abernethie approved.

Rule Nisi: An order from a superior court to show cause. That is, the rule is absolute unless one can "show cause" to otherwise.

(Question: the opinions seemed to ignore the “to the satisfaction of your solicitors” – didn’t this refer to the engineers?)

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