Negotiations and conversations preparatory to tbe execution of a written contract are merged in tbe writing, and evidence will not be received of a contemporaneous agreement which contradicts its terms.
To do so would be “contrary to tbe well settled rule, as stated by tbe Chief Justice in Walker v. Venters, 148 N. C., 388, where be said: ‘It is true tbat a contract may be partly in writing and partly oral (except when forbidden by tbe statute of frauds), and tbat in such eases tbe oral part of tbe agreement may be shown. But this is subj'ect to tbe well settled rule tbat a contemporaneous agreement shall not contradict tbat which is written. Tbe written word abides, and is not to be set aside upon tbe slippery memory of man,’ citing Basnight v. Jobbing Co., 148 N. C., 350.” Cherokee County v. Meroney, 173 N. C., 655.
It follows, therefore, tbat bis Honor correctly excluded tbe evidence offered by the defendant tending to prove an agreement on tbe part of tbe plaintiff to pay tbe freight on tbe logging road, made at tbe time, because in direct contradiction of tbe contract, which imposed this duty on tbe defendant.
Tbe principle excluding parol evidence has no application to subsequent agreements, which change or modify tbe original contract, and consequently it was competent to offer evidence tbat, after tbe making of tbe contract tbe plaintiff agreed to pay tbe freight. McKinney v. Matthews, 166 N. C., 580.
Nor does tbe rule require tbe exclusion of tbe evidence of tbe defendant tbat be delivered tbe notes to tbe agent of tbe plaintiff upon tbe agreement tbat tbe notes were to be returned, if tbe plaintiff refused tO' credit them with tbe amount of tbe freight on tbe logging road, such *209evidence being received, not for tbe purpose o£ changing or modifying tbe contract represented by tbe notes, but to sbow tbat tbe contract was never in existence, because tbe condition upon wbicb tbe delivery was made bad not been performed, and tbe evidence was very material, as tbe freight was included in tbe notes, and without explanation tbe defendant was iir tbe position of trying to avoid payment of tbe freight when be bad deliberately included tbe amount in bis notes.
We are also of opinion tbat it was error to instruct tbe jury, in tbe present state of tbe record, tbat there was no' evidence of ratification by tbe plaintiff of tbe agreement by its agent to pay tbe freight on tbe logging road.
It is true tbat “In order to bind a principal by ratification, assent, or acquiescence in prior acts of bis agent in excess of authority actually given, a knowledge of tbe material facts must be brought borne to him. He must have been in possession of all tbe facts, and must have acted in tbe light of such knowledge.” 21 R. C. L., 928. And tbe same rule, requiring knowledge, ordinarily prevails when tbe contract of the agent has been performed, unless tbe performance shows knowledge, but “Where an agency has been shown to exist, tbe facts will be liberally construed in favor of tbe ratification by tbe principal of tbe acts of tbe agent, and very slight circumstances and small matters will sometimes suffice to raise tbe presumption of ratification, particularly where tbe act is for tbe benefit of tbe principal,” 2 C. J., 492, and ratification may be “implied when tbe conduct of tbe principal constitutes an assent to tbe acts in question.” 21 R. C. L., 921.
Let us then see, not whether tbe contract of tbe agent has been ratified, but is there evidence of ratification fit to be considered by a jury.
Tbe contract was executed 2 February, 1914. Tbe defendant did not order out any fertilizers until about tbe middle of March, and not until tbe agent of tbe plaintiff bad agreed tbat tbe plaintiff would pay tbe freight on the logging road.
Tbe defendant then sent bis orders to tbe plaintiff for fertilizer, wbicb showed tbat they were to be shipped over tbe logging road.
Tbe plaintiff accepted tbe orders and prepaid all of tbe freight, wbicb was contrary to tbe provisions of tbe contract, and in accordance with tbe agreement made by tbe agent. All of tbe fertilizers were shipped under this arrangement, and tbe freight paid by tbe plaintiff, and tbe plaintiff made no demand on tbe defendant to repay tbe logging road freight until some time in July or later.
*210It does not appear that the plaintiff was compelled to pay the freight in order that shipments might be made, nor is there any evidence of any custom for the manufacturers of fertilizers to prepay freight when the contract requires the purchaser to do so, and leave the question of the payment of freight for final adjustment between the parties, and on the contrary the defendant offered evidence tending to prove that consignees paid freight on shipments when the contract required them to do so, and that the manufacturer was not required to make payment in order that delivery might be made.
The letter of the plaintiff of'6 August, 1914, also furnishes some evidence that the agent was not without authority, because the plaintiff, instead of saying that the agent had no authority to make the agreement with the defendant, says that he was “without sufficient information,” and it may also be inferred from it that the agent informed the plaintiff of his contract with the defendant, because it is said therein, “He was later directed to notify you that this freight would not be paid.”
The fact that the plaintiff paid the logging road freight is not conclusive, and may be explained, but in the absence of explanation taken in connection with the other circumstances, it furnishes evidence for the consideration of the jury that the plaintiff consented to the modification of the' contract in accordance with the agreement with the agent, and this should have been submitted to the jury.
For the errors pointed out, there must be a