American Contract Law for a Global Age, 2017a

expressed in the writing. KN Energy, Inc. v. Great Western Sugar Co., 698 P.2d 769,
777 n.9 (Colo. 1985).
In this case, the merger clauses plainly and unambiguously manifest the intent
of the parties that the Buy-Sell Agreements executed on March 16, 1991 constitute
the entire agreement between the parties pertaining to the subject matter contained
therein. Where, as here, sophisticated parties who are represented by counsel have
consummated a complex transaction and embodied the terms of that transaction in a
detailed written document, it would be improper for this court to rewrite that
transaction by looking to evidence outside the four corners of the contract to
determine the intent of the parties.
The petitioners and respondents signed the March 16, 1991 Buy-Sell
Agreements after extensive negotiation and numerous drafts of documents. By doing
so, all parties expressly agreed, pursuant to the merger clauses, that the terms of
those Buy-Sell Agreements would control the transaction and that all other
agreements, oral or written, would be void. We will not step into a commercial
transaction after the fact and attempt to ascertain the intent of the parties when that
intent is clearly manifested by an express term in a written document. We thus
conclude that the merger clauses in the March 16, 1991, Buy-Sell Agreements are
dispositive as to the intent of the parties in this case. As there is no dispute as to any
material fact with regard to this issue, the court of appeals correctly affirmed the trial
court’s order of summary judgment in favor of the respondents on this issue.
LOHR, J., with whom KIRSHBAUM and SCOTT, JJ., dissenting.
I respectfully dissent. Summary judgment is a severe remedy. As the majority
notes, in summary judgment proceedings courts must resolve all doubts as to the
existence of genuine issues of material fact against the moving party. In view of the
record and the procedural posture of this case, I would hold that Nelson’s claims were
improperly dismissed. The parties disagree as to why Elway did not sign the service
agreement. Elway contends that GMAC refused to approve the sale if the service
agreement was executed. Nelson, on the other hand, alleges that Pico and Elway
prompted GMAC to impose such conditions. Nelson proceeded with the sale of the
dealerships because he already had turned control over to GMAC and thereby
eliminated a bankruptcy reorganization alternative that was previously under
consideration.
Merger clauses preclude consideration of extrinsic evidence only where the
parties intend that the document containing the merger is exclusive. ARB, Inc. v. E-
Systems, Inc., 663 F.2d 189, 199 (D.C. Cir. 1980). The very essence of this case is a
dispute regarding whether the parties intended the service agreement to be part and
parcel of the overall deal. Because Nelson’s position is adequately supported in the
record, the intention of the parties regarding the exclusivity of the document
containing the merger agreement is a disputed issue of material fact. As a result, this
case is inappropriate for summary judgment disposition.
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350 CHAPTER VI: TERMS AND INTERPRETATION