Barker v. Price
48 N.E.3d 367 (2015)
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Rule of Law:
When a written agreement is not fully integrated because it omits essential terms and lacks an integration clause, the parol evidence rule does not apply, and extrinsic evidence may be considered to determine the material terms of the parties' complete agreement.
Facts:
- Jason Price advertised a 1994 Ford E-350 van for sale, promising a 'clean' certificate of title in the advertisement.
- After seeing the ad, John Barker contacted Price and met to inspect the van on April 9, 2014.
- Following the inspection, Barker orally agreed to purchase the van from Price for $15,000.
- The parties then executed a brief written 'deposit agreement' in which Barker paid a $2,000 deposit and Price agreed to provide 'title by 4/14/14 or deposit will be refunded in full.'
- The deposit agreement described the van as a Ford E-350 but did not specify the model year.
- Prior to the deadline, Price presented Barker with a certificate of title for the van.
- The certificate listed the van as a 1993 model, not 1994, and showed the owner as a third party who had signed the seller's line, leaving the purchaser's name blank.
- Barker rejected the certificate of title due to the incorrect model year and demanded a refund of his deposit, which Price refused.
Procedural Posture:
- John Barker filed a small claim against Jason Price for breach of contract, which was subsequently transferred to the trial court's plenary docket.
- Barker filed a motion for summary judgment.
- Price responded and filed a cross-motion for summary judgment.
- The trial court denied Barker's motion and entered summary judgment in favor of Price.
- Barker (Appellant) appealed the trial court's grant of summary judgment for Price (Appellee) to the Indiana Court of Appeals.
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Issue:
When a written deposit agreement for the sale of a vehicle is not a fully integrated contract, may a court consider extrinsic evidence, such as a prior advertisement, to determine whether the vehicle's model year was a material term of the overall sales agreement?
Opinions:
Majority - Najam, J.
Yes. When a written agreement is not the complete and final expression of the parties' deal, extrinsic evidence is admissible to determine its full terms. The deposit agreement here was not fully integrated because it omitted an essential term (the sale price) and did not contain an integration clause. Therefore, the parol evidence rule, which normally bars outside evidence that contradicts a final written agreement, does not apply. The trier of fact must consider extrinsic evidence, including the advertisement offering a 1994 van, to determine if the model year was a material term of the contract. The court also affirmed that a certificate of title in a third party's name that is properly assigned is a valid, 'clean' title under the UCC, consistent with precedent.
Analysis:
This case serves as a clear application of a fundamental exception to the parol evidence rule. It establishes that for a writing to be considered a fully integrated contract that excludes prior or contemporaneous agreements, it must appear complete on its face and represent the final expression of the parties' intent. By finding that the omission of an essential term like price rendered the deposit agreement non-integrated, the court affirmed that prior representations, such as those in an advertisement, can form part of the overall contractual obligation. This decision reinforces that courts will look beyond a skeletal written agreement to ascertain the true bargain, preventing a party from using an incomplete document to escape obligations established during negotiations.
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