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Schinkel v. Maxi-Holding, Inc. - 30 Mass. App. Ct. 41, 565 N.E.2d 1219 (1991)


In some circumstances, an oral agreement modifying the terms of a later-signed written agreement goes directly to the question whether the written document is an integrated statement of the entire agreement of the parties. A finding that the writing is not an integrated statement of the parties' agreement can open the way for proof of other elements of the agreement. It is open to parties to modify a written agreement by a later agreement not in writing. The later agreement may be proved through the conduct of the parties. Where the parties' conduct after signing the written agreement conforms with a previous oral modification, rather than with the terms of the written agreement, it may reasonably be inferred that the parties have agreed after the signing to be bound by the oral modification of the written contract, ratifying it, in effect, by their conduct.


A holding company and its officer contracted to sell stock to a consultant. Before signing, the parties orally agreed that the consultant could defer payment until his compensation was calculated. After receiving payment, the company declined to issue the shares because the consultant did not pay half the purchase price at the time of signing as required by the written contract. The consultant appealed the dismissal of his action against the company and officer for specific performance, fraud, unfair trade practices, and intentional interference.


Was the orally-agreed-to-arrangement unenforceable?




The court held that the trial court had jurisdiction over the non-resident officer served in person in the state. The court held that the trial court erred in finding that the orally-agreed-to-arrangement was unenforceable because the consultant alleged that the company acted in conformity with the oral modification by accepting his payment after his compensation was calculated. The court held that the allegation that the officer had no intention of issuing the shares promised was sufficient to support the fraud claim but was insufficient to support the claim for intentional interference.

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