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Johnson v. Curran - 633 P.2d 994 (Alaska 1981)

Rule:

Whether a binding agreement is completely or partially integrated, it supersedes inconsistent terms of prior agreements. Evidence of a consistent additional term is admissible to explain or supplement an agreement unless the court determines that the agreement was completely integrated.

Facts:

Petitioner Jeanette Johnson, d/b/a Le Pussycat Lounge, executed a contract engaging respondents James Davis, Kermit T. Davis, Oleg Popos, and John Mascorella, d/b/a Jabberwock Band (Band) in a written contract to perform at her nightclub for approximately one year. She asserted that the band leader orally promised the right of either party to terminate the contract on two weeks' notice. The Band failed to draw in business, and petitioner fired them after giving appropriate notice. The Band sued for amounts due under the written contract. Petitioner asserted an affirmative defense that the parties had orally changed the contract. In district court, the Band moved for summary judgment on the ground that the written contract was unambiguous and that, under the contract's terms, it was entitled to judgment as a matter of law. The district court awarded the Band summary judgment on the grounds that the parol evidence rule voided the oral agreement. Petitioner appealed, arguing that the written contract was at best partially integrated, and therefore, that extrinsic evidence regarding the antecedent oral termination agreement was admissible.

Issue:

Was the antecedent oral termination agreement to a written contract admissible?

Answer:

No.

Conclusion:

The Supreme Court of Alaska affirmed the district court's grant of summary judgment against petitioner, holding that petitioner failed to assert any assumption that the written agreement embodied a purported oral promise. According to the Court, the oral agreement proffered by the petitioner was inconsistent with the unambiguous terms of the written contract in that it contradicted the written contract’s provision for the anticipated duration of the band. The Court averred that even if the written contract was viewed as only partially integrated, parol evidence concerning an early termination right based on Johnson's dissatisfaction with the band's drawing power was inconsistent with the parties' written contract specifying a definite time without mention of any right of early termination, and thus would be inadmissible. Moreover, the Court noted that there was a lack of evidence that petitioner was induced to enter the contract on the basis of misrepresentation.

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