Where parties, without any fraud or mistake, have deliberately put their engagements in writing, the law declares the writing to be not only the best, but the only, evidence of their agreement. All preliminary negotiations, conversations and verbal agreements are merged in and superseded by the subsequent written contract and unless fraud, accident or mistake be averred, the writing constitutes the agreement between the parties, and its terms cannot be added to nor subtracted from by parol evidence.
Plaintiff lessee ran a store inside of an office building. Defendant lessor acquired the property, and after its agent negotiated with the plaintiff, a lease for three years was signed containing a provision that the plaintiff should use the premises only for the sale of fruit, candy, soda water, etc., with the further stipulation that the plaintiff was not allowed to sell tobacco in any form. Plaintiff alleged that it was agreed that, in consideration of his promises not to sell tobacco and to pay an increased rent and for entering into the agreement, he would have the exclusive right to sell soft drinks in the building. No such stipulation was contained in the written lease. Defendant leased the adjoining room in the building to a drug company without restricting the latter's right to sell soda water and soft drinks. Plaintiff filed a suit for breach of the alleged oral contract. The trial court awarded plaintiff lessee damages. On review, the court reversed judgment.
Was the written contract complete in itself and did it preclude any alleged oral agreements from being enforced?
The court held that, because the written lease was the complete contract of the parties and it embraced the field of the alleged oral contract, evidence of the oral contract was inadmissible under the parol evidence rule.