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ARB (American Research Bureau), Inc. v. E-Systems, Inc. - 214 U.S. App. D.C. 12, 663 F.2d 189 (1980)

Rule:

Integration clauses, although not "absolutely conclusive," are indicative of the intention of the parties to finalize their complete understanding in the written contract that there was no other prior or contemporaneous agreement not included in the written contract. 

Facts:

Defendant E-Systems, Inc. designed a television audience reporting system for Plaintiff ARB (American Research Bureau), Inc. The trial court found that the equipment failed to meet contract specifications, erred in holding that ARB made a timely revocation of acceptance, and improperly calculated incidental and consequential damages. E-Systems appealed from that finding. ARB also appealed, contending that the trial court erred in denying its damages for cover under Md. Code Ann., Com. Law I § 2-702. ARB contended that the evidence relied upon in denying "cover" should have been excluded under Md. Code Ann., Com. Law I § 2-202 (1975).

Issue:

Did the district court properly apply the Maryland statutory parol evidence rule? 

Answer:

No

Conclusion:

The appellate court held that nothing in the contract required ARB to perform fully once it became apparent that E-Systems’ conforming performance was unlikely and ARB seasonably and repeatedly, notified E-Systems that the equipment as delivered was unacceptable. The calculation of damages was not clearly erroneous. Additionally, the court agreed that the master erred in excluding ARB's damages for cover.

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