Hunt Foods & Industries, Inc. v. Doliner case brief

Hunt Foods & Industries, Inc. v. Doliner
 26 A.D.2d 41
Synopsis:
Defendants appealed grant of summary judgment from the Supreme Court at Special Term (New York) which awarded specific performance to plaintiff in his attempt to acquire defendants’ corporation based on a written contract option to purchase defendants’ stock.

Facts:
-Plaintiff undertook negotiations to acquire defendants’ company. Defendant stockholder claimed that, upon learning that a contract option was unconditional in its terms, he had obtained an understanding that the option was only to be used in the event that he solicited an outside offer; defendant also understood that, unless the option was signed in unconditional form, negotiations would terminate.
-Plaintiff contended that there was no such condition. On resumption of negotiations, the parties failed to reach agreement and plaintiff attempted to exercise the option. Defendants declined the tender offer from plaintiff and refused to deliver their stock. In the lower court, plaintiff moved for summary judgment and received an award of specific performance.
-The court reversed, because the parties’ expectation of further negotiations suggested that the alleged oral condition precedent could not be precluded as a matter of law or by factual impossibility.

Issue:
does the parol evidence rule bar the introduction of all prior or contemporaneous oral agreements where there is a written memorandum intended as the final agreement between the parties?

Rule/Holding:
the parol evidence rule bars the introduction of evidence of a prior or contemporaneous oral agreement that contradicts a written memorandum intended as the final agreement between the parties

Analysis:

• In a sense any oral provision which would prevent the ripening of the obligations of a writing is inconsistent with the writing. To be inconsistent the term must contradict or negate a term of the writing.

• If additional contract terms are such that, if agreed upon, they would certainly have been included in the document in the view of the court, then evidence of their alleged making must be kept from the trier of fact.

Conclusion:
Order and judgment reversed, and plaintiff’s motion for summary judgment denied, because plaintiff failed to prove that the alleged oral condition precedent contained in the parties’ contract was either factually impossible or precluded as a matter of law.

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