Lee v. Joseph E. Seagram & Sons, Inc.

552 F.2d 447 (2d Cir. 1977)



Whether an oral contract inducing a written one varying the consideration may be barred is whether, in the context of the particular setting, the oral agreement was one which the parties would ordinarily be expected to embody in the writing.


Plaintiffs and defendant entered into an agreement under which plaintiffs agreed to sell their interest in a liquor distributorship to defendant, conditioned on defendant's alleged oral offer to relocate plaintiffs to a new distributorship. Plaintiffs brought suit when defendant failed to relocate them, alleging breach of oral agreement. The court allowed plaintiffs' evidence of the breach to survive the parol evidence rule, because the relationship and the conduct of the parties indicated that there was no expectancy that the oral agreement would be integrated into the parties' written agreement. The oral agreement was sufficiently specific as to support a jury finding that the agreement was enforceable.


Were plaintiff's entitled to damages by virtue of a valid oral contract?




An award of lost profits to plaintiffs as damages was appropriate due to defendant's culpability in breaching the contract, and the trial court possessed wide discretion in submitting the question of profits to the jury. Oral agreement under which defendant agreed to relocate plaintiffs to new distributorship was not subject to parol evidence rule, and the terms of the oral agreement were sufficiently specific to render the agreement enforceable.


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