American Contract Law for a Global Age, 2017a

The parties’ intention that the buy-sell agreements constituted entire
contracts, allegedly evidenced by the merger clauses within, was by no means clearly
manifested. See Sierra Diesel Injection Serv. v. Burroughs Corp., 874 F.2d 653, 657
(9th Cir. 1989) (“the presence of a merger clause while often taken as a strong sign of
the parties’ intent is not conclusive in all cases”). In this case, despite the disclaimer
in both merger clauses that each buy-sell agreement constituted the entire
agreement, the overall deal involved two buy-sell agreements and two real estate
contracts. Furthermore, each buy-sell agreement made reference to the real estate
contracts despite the exclusivity disclaimer. Regardless of the standard merger and
integration language in the buy-sell agreements, it is clear that the parties intended
their ultimate bargain to encompass other agreements, although the substantive
weight of the alleged service agreement remains unclear.
When the parties disagree as to whether a document expresses the complete
agreement of the parties, and a court subsequently finds that the evidence is
conflicting or admits of more than one inference, the resolution of the parties’ dispute
requires a factual determination.
In short, this case is singularly inappropriate for resolution in a summary
judgment proceeding.
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Review Question 7. As you should have observed, the two contracts discussed
by the Nelson court contained the following merger clause:
This Agreement constitutes the entire Agreement between the parties pertaining
to the subject matter contained herein, and supersedes all prior agreements,
representations and understandings of the parties. No modification or amendment
of this Agreement shall be binding unless in writing and signed by the parties[.]
What is the basis for the dissent’s argument that, in the face of this language, the
buy-sell agreements were in fact not fully integrated? Put another way, what changes
to the facts of the case could have resulted in a unanimous decision that the contracts
were, in fact, fully integrated?
Review Question 8. The parol evidence rule is ostensibly designed to increase
certainty by allowing parties to rely on the written word. But in Mitchill, Masterson,
and Nelson, the judges could not even agree among themselves on whether the rule
applied. Can the majority opinions in these three cases be reconciled?
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UNIT 17: THE PAROL EVIDENCE RULE 351