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In cases of partial integration, that is, where a certain part of a transaction has been embodied in a single writing, but another part has been left in some other form, the inquiry is whether the writing was intended to cover a certain subject of negotiation.
The purchaser bought land on which stood a hotel operated by a tenant. The contract of sale made no mention of the hotel furniture owned by the seller, possession of which was surrendered to the purchaser with the hotel. The seller subsequently removed the furniture from the hotel, and the purchaser filed a replevin action. At trial, the trial court admitted evidence concerning the parties' intent to limit the contract to the single subject of land, as well as evidence that the sale of the hotel included the furniture.
Did the written instrument, by itself, conclusively establish whether the parties intended it should exclude every subject of sale except real estate?
The court held that: (1) the contract by itself did not conclusively establish whether the parties intended to exclude every subject of sale except land, and, thus, parol evidence on the question of intent was properly received for the information of the trial court; (2) the trial court's conclusion that the contract was intended to cover but one subject was sound; and (3) once the trial court determined that the contract was complete, that it related to land only, and that the parol evidence rule did not apply, the trial court was authorized to permit parol proof as to what the sale embraced.