Brown v. Oliver
256 P. 1008, 123 Kan. 711, 1927 Kan. LEXIS 334 (1927)
Premium Feature
Subscribe to Lexplug to listen to the Case Podcast.
Rule of Law:
When a written contract is silent on a particular subject of negotiation, parol (oral) evidence is admissible as a preliminary matter for the court to determine whether the parties intended the writing to be the complete and final expression of their entire agreement or if they intended it to cover only the subject matter contained within the document.
Facts:
- Plaintiff purchased a parcel of land from Defendant, on which stood a hotel.
- The hotel was operated by a tenant and contained furniture owned by the Defendant.
- During negotiations, the parties orally agreed that the sale would include the hotel furniture.
- The parties signed a written contract, drafted by a scrivener, that detailed the sale of the real estate but made no mention of the personal property (the furniture).
- After the sale, Defendant surrendered possession of both the hotel and the furniture to the Plaintiff.
- More than two years later, Defendant became the tenant of the hotel through a lease assignment.
- Upon being asked to vacate by the Plaintiff, Defendant removed the furniture from the hotel at night.
Procedural Posture:
- Plaintiff filed an action of replevin in the district court (trial court) to recover possession of the hotel furniture from Defendant.
- At trial, the court admitted parol evidence regarding the oral agreement to sell the furniture over Defendant's objection.
- The issue of whether the furniture was sold to the Plaintiff was submitted to the jury, which found in favor of the Plaintiff.
- Defendant, as appellant, appealed the judgment to the reviewing court, arguing the parol evidence was inadmissible.
Premium Content
Subscribe to Lexplug to view the complete brief
You're viewing a preview with Rule of Law, Facts, and Procedural Posture
Issue:
Does the parol evidence rule prohibit the admission of oral testimony to prove an agreement to sell personal property when the parties executed a related written contract for the sale of real estate that is silent as to the personal property?
Opinions:
Majority - Burch, J.
No. The parol evidence rule does not prohibit the admission of such evidence, because the court must first determine if the writing was intended to be the complete agreement. A court may consider extrinsic evidence to determine whether the parties intended a written agreement, which is silent on a subject, to be a partial integration covering only that subject. The intention of the parties is a preliminary question of fact for the judge, who may examine the parties' conduct, language, and the surrounding circumstances. Here, the evidence showed the parties intentionally omitted the furniture from the written contract for the land because that part of the deal had already been settled. Therefore, the court correctly concluded the writing was intended to cover only the land, making parol evidence about the separate agreement to sell the furniture admissible for the jury's consideration.
Analysis:
This case illustrates a significant exception to the parol evidence rule known as partial integration. It moves away from the rigid 'four corners' doctrine, which would bar extrinsic evidence if a contract appears complete on its face. Instead, the court adopts a more flexible, intent-based approach, allowing a judge to conduct a preliminary factual inquiry to determine the true scope of the written agreement. This precedent gives courts greater latitude to prevent the rule from being used to defeat the actual and complete agreement of the parties, particularly when a transaction involves multiple subjects that are not all memorialized in a single document.
