Thursday, December 26, 2013

Zell v. American Seating Co. case brief

Zell v. American Seating Co. case brief summary
138 F.2d 641 (1943)

Plaintiff contractor appealed a judgment entered in the District Court of the United States for the Southern District of New York, dismissing its breach of contract action against defendant company on defendant's motion for summary judgment.

Plaintiff contractor and defendant company entered into an oral agreement essentially based on terms of plaintiff's letter offering to procure manufacturing contracts for defendant. The oral agreement was subsequently reduced to writing. The subsequent written agreement provision pertaining to plaintiff's bonuses varied from oral agreement. Subsequently, a dispute arose over plaintiff's compensation and plaintiff brought suit against defendant based upon breach of contract.


  • The court granted defendant's motion for summary judgment, which defendant contended was proper on ground that under parole evidence rule, the court could not properly consider as relevant anything except written contract. 
  • The court held that the trial court should have heard evidence of the parties' oral agreement. 
  • Plaintiff's complaint stated that acceptance of the offer in his letter was partly oral and partly written; thus in accepting plaintiff's affidavit as true and liberally construing it, the court held that plaintiff's complaint made it clear that written contract was a misleading, untrue, statement of real agreement.
Holding that the parol evidence rule seemed to be adopted due to jury distrust, the court did not agree with defendant's belief that the parol evidence was so beneficent, promoting the administration of justice, and so necessary to business stability, that it should be given the widest possible application. In fact, the court suggested that legislation restrict use of the parol evidence rule. Thus, judgment reversed and case was remanded.

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