Law School Case Brief
Weiss v. Smulders - 313 Conn. 227, 96 A.3d 1175 (2014)
The parol evidence rule does not of itself, therefore, forbid the presentation of parol evidence, that is, evidence outside the four corners of the contract concerning matters governed by an integrated contract, but forbids only the use of such evidence to vary or contradict the terms of such a contract. Parol evidence offered solely to vary or contradict the written terms of an integrated contract is, therefore, legally irrelevant. When offered for that purpose, it is inadmissible not because it is parol evidence, but because it is irrelevant. By implication, such evidence may still be admissible if relevant to prove inter alia a collateral oral agreement which does not vary the terms of the writing. The proof of integrated agreement does not bar proof of collateral oral agreement that does not vary terms of writing. A binding completely integrated agreement discharges prior agreements to the extent that they are within its scope.
Plaintiffs Randall Weiss and his company, Gourmet and Speciality Food Works, LLC (GSFW),sought to recover damages from defendants, Michael Smulders and his company Garden of Light Natural Food Markets, Inc. (GOL). for, inter alia, breach of an oral contract regarding the formation of a joint venture between the two companies, and promissory estoppel for failing to form the joint venture. Defendants filed counterclaims asserting, inter alia, that Plaintiffs had breached the parties' distribution agreement by failing to pay for goods purchased. Following a trial, the superior court held that Plaintiffs were entitled to recover on their promissory estoppel claim against Smulders regarding promises of a merger because Plaintiffs proved theat they had abandoned their olive oil business, spent hundreds of hours on marketing and research, and worked to improve and grow both parties' businesses based upon Smulders' promise to eventually merge the companies. The superior court also found, with respect to Defendants' breach of contract counterclaim, that Defendants had met their burden of establishing that Plaintiffs had breached the distribution agreement by failing to compensate GOL for products purchased for distribution. Subsequently, upon the parties' post-trial motions, the superior court reversed its decision to allow the introduction of additional evidence on damages, and denied Plaintiffs' motion for reconsideration. Both parties sought further appellate review.
Did the trial court err in permitting the plaintiffs to recover on their promissory estoppel claim because it allowed plaintiffs to use parol evidence to contradict the parties' fully integrated distribution agreement?
In a breach of contract case wherein judgment was entered partially in favor of Plaintiffs, the court rejected Defendants' contention that the trial court improperly permitted Plaintiffs to recover on their promissory estoppel claim because it allowed Plaintiffs to use parol evidence to contradict the parties' fully integrated distribution agreement because the parol evidence did not vary or contradict the subject matter of the distribution agreement but rather was collateral to the subject matter of the distribution agreement. The court agreed that Plaintiffs failed to meet their burden as to damages because they did not produce evidence valuing a company that was substantially similar to what the company in dispute would have been to form a comparative basis on which to prove damages.
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