An earlier agreement may help the interpretation of a later one, but it may not contradict a binding later integrated agreement.
The contractor initiated discussion with the pipeline regarding the purchase of surplus parts. The parties executed a letter of intent, subject to the final approval of the pipeline's owner committee. The committee rejected the proposed purchase, and the contractor filed a complaint alleging breach of contract.
Did the lower court err in applying the parol evidence rule?
The court held that the superior court correctly applied Alaska Stat. § 45.02.202 to the letter of intent, and that no extrinsic evidence could be presented to a jury which limited the committee's right of approval. Such evidence would be inconsistent with the integrated term that unconditionally gave the committee the right to approval. Because the superior court refused to reform the contract, the contractor had no legal claim to present to a jury. Since the contractor did not point to any evidence that would give rise to an inference of actual malice or conduct sufficiently outrageous to be deemed equivalent to actual malice, and since the contractor did not produce direct evidence that it was the intended victim of a conspiracy theory, it was not error to grant summary judgment on the punitive damages issue.