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Law School Case Brief

Hunt Foods & Indus., Inc. v. Doliner - 26 A.D.2d 41, 270 N.Y.S.2d 937 (App. Div. 1st Dept. 1966)

Rule:

In a sense any oral provision which would prevent the ripening of the obligations of a writing is inconsistent with the writing. To be inconsistent the term must contradict or negate a term of the writing.

Facts:

Hunt Foods and Industries, Inc. (Hunt) undertook negotiations to acquire the assets of Eastern Can Company. George M. Doliner, stockholder of Eastern Can, claimed that, upon learning that a contract option was unconditional in its terms, he had obtained an understanding that the option was only to be used in the event that he solicited an outside offer; Doliner also understood that, unless the option was signed in unconditional form, negotiations would terminate. Hunt contended that there was no such condition. On resumption of negotiations, the parties failed to reach agreement and Hunt attempted to exercise the option. Doliner declined the tender offer from Hunt and refused to deliver their stock. In the lower court, Hunt moved for summary judgment and received an award of specific performance. 

Issue:

Did the lower court err in granting summary judgment, which awarded specific performance to Hunt in its attempt to acquire Eastern Can Company based on a written contract option to purchase Doliner’s stock?

Answer:

Yes

Conclusion:

The court reversed the judgment because the parties' expectation of further negotiations suggested that the alleged oral condition precedent could not be precluded as a matter of law or by factual impossibility. In a sense any oral provision which would prevent the ripening of the obligations of a writing is inconsistent with the writing. To be inconsistent the term must contradict or negate a term of the writing.

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