## Facts

- Willard R. Hield and Edwin R. Thyberg each owned 50% of Beauticians Supply, Inc.
- On June 10, 1977, Hield sold his one-half interest to Thyberg through a signed written “Assignment.”
- The Assignment recited consideration of $15,000 and stated that the assignee assumed “no other personal liability” toward the assignor.
- Thyberg paid $15,000 at signing, and Hield later transferred the stock certificates.
- In 1979, Hield sued, claiming the real purchase price was $50,000: $15,000 cash plus an additional $35,000 to be paid by promissory note.
- Over a parol-evidence objection, Hield testified the additional $35,000 was omitted from the writing to avoid harming Thyberg’s anticipated SBA-related loan application.
- Thyberg denied any agreement to pay beyond $15,000; the deal was negotiated privately between the two, with conflicting and uncertain recollections.

## Issues

1. Whether the parol evidence rule barred testimony of an alleged additional $35,000 oral promise where the written Assignment recited $15,000 consideration and disclaimed any other personal liability.
2. If parol evidence was admissible, whether the plaintiff had to prove the alleged additional consideration by clear and convincing evidence rather than by a preponderance.

## Decision

- The Minnesota Supreme Court held that, on these facts, parol evidence was admissible to explain the purpose of the writing and to support the claim that the recited consideration was not the full agreement.
- The court held that the plaintiff was required to prove the alleged additional $35,000 obligation by clear and convincing evidence.
- Because the jury was instructed under the preponderance standard, the judgment for $35,000 plus interest was reversed.
- The case was remanded for a new trial with the correct evidentiary standard.

## Legal Principles

- Parol evidence may be admitted in appropriate circumstances to show that a writing’s recited consideration is not the actual consideration or that an additional agreement exists.
- When a party uses oral testimony to substantially contradict or vary a formal written instrument—especially where the asserted arrangement implies deceptive use of the writing toward a third party—proof must be clear and convincing.
- Failure to instruct the jury on the required heightened burden of proof is reversible error requiring a new trial.

## Conclusion

The court permitted evidence of an alleged additional purchase-price term despite a written stock assignment reciting $15,000 and disclaiming further liability, but required the plaintiff to prove the extra $35,000 obligation by clear and convincing evidence; the use of the lower preponderance standard required reversal and remand for a new trial.


Hield v. Thyberg, 347 N.W.2d 503 (Minn. 1984)