If contracting parties intend a writing to be a final expression of their agreement with respect to such terms stated within that writing, then under Kan. Stat. Ann. § 84-2-202, such a writing is considered integrated. This means the terms cannot be contradicted by evidence of any prior agreement or contemporaneous oral agreement. But, even so, the terms of an integrated writing may be supplemented by evidence of consistent additional terms. Going further, if a writing is completely integrated (i.e., the parties intended the writing to be a complete and exclusive statement of the terms of their agreement), the writing cannot be contradicted or supplemented by any extrinsic evidence. A writing is considered completely integrated if the additional terms sought to be added to the writing are such that, if agreed upon, they would have certainly been included in the original contract. Kan. Stat. Ann. § 84-2-202, Kansas Comment 1996, 1-2.
Plaintiff purchaser filed a breach of contract suit against defendant foundry, alleging that the foundry failed to make and deliver certain chandeliers, sconces, and lanterns as promised for installation in a mansion in Texas. During the trial, the foundry claimed that it could not make a timely delivery because the purchaser failed to forward important information about the electrical system in the mansion which was needed to wire the chandeliers and other items properly. The district court ruled that the Uniform Commercial Code's statute of frauds barred the foundry from successfully raising such a defense.The Shawnee District Court (Kansas) entered judgment for the purchaser. The foundry appealed. The appellate court concluded that the district court erred. The court affirmed the judgment awarding the purchaser attorney fees under the settlement agreement. The court reversed the remainder of the judgment. The case was remanded with directions to determine if the parties intended their settlement agreement to be integrated, if they made some enforceable subsequent agreement, or if the course of dealing, course of performance, trade custom, or some trade usage modified the settlement agreement.
Did plaintiff have a duty to provide electrical information to defendant to ensure timely delivery of the finished product even if this agreement was not in writing?
Kan. Stat. Ann. § 84-2-202, which dealt with parol evidence, instructed that commercial contracts had to be viewed in conjunction with the parties' course of dealing and the common practices of a particular trade. The district court should have first determined if the parties intended their settlement agreement to be their total agreement and thus integrated. The statute of frauds, Kan. Stat. Ann. § 84-2-201, did not prevent a court from finding that based on extrinsic evidence, a written contract contained a term not explicitly stated within it. Thus, it certainly did not prevent the district court from finding that the purchaser had a duty to forward the electrical information, even though the parties did not put it in writing.