Connell v. Diamond T. Truck Co.
1936 N.H. LEXIS 68, 188 A. 463, 88 N.H. 316 (1936)
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Rule of Law:
A written contract containing an integration clause cannot be modified by evidence of a prior or contemporaneous oral agreement under the parol evidence rule. A subsequent oral agreement to modify the contract is also unenforceable if it is not supported by new, valid consideration beyond the parties' pre-existing contractual duties.
Facts:
- A plaintiff and a defendant executed a written contract for the sale of a truck.
- The written contract contained a merger or integration clause, explicitly stating that it embodied the complete agreement between the parties.
- The plaintiff alleged that the defendant also made an oral promise to rescind the contract if the truck proved to be inadequate.
- The timing of this alleged oral agreement was in dispute, with evidence suggesting it could have been made before, contemporaneously with, or after the written contract was signed.
- The plaintiff sought to enforce the defendant's oral promise after alleging that the truck was, in fact, inadequate.
Procedural Posture:
- The plaintiff sued the defendant in a trial court to enforce an alleged oral agreement to rescind a written contract.
- At trial, the defendant made motions to have the plaintiff's evidence of the oral agreement excluded, which were denied.
- The case was submitted to a jury, likely resulting in a verdict for the plaintiff.
- The defendant appealed the trial court's judgment to this court (an appellate court).
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Issue:
Is an oral agreement to rescind a fully integrated written contract for the sale of a truck enforceable when the oral agreement was either made contemporaneously with the written contract or was made subsequently without new consideration?
Opinions:
Majority - Woodbury, J.
No, the oral agreement is unenforceable under either interpretation of the evidence. The court analyzed the two possible scenarios for the timing of the oral agreement. If the oral agreement was made subsequent to the written contract, it fails for lack of consideration, as the plaintiff's only consideration was a promise to perform his pre-existing duties under the original contract. A promise to perform an existing legal obligation does not constitute valid consideration for a new promise. Alternatively, if the oral agreement was made contemporaneously with or prior to the written contract, it is barred by the parol evidence rule. The rule excludes such evidence because the written contract contains an explicit integration clause, indicating the parties' intent for the writing to be a complete and final memorial of their entire agreement.
Analysis:
This case provides a clear illustration of the interplay between the parol evidence rule and the requirement of consideration for contract modification. It reinforces that a strong integration (or merger) clause is highly effective in preventing parties from introducing evidence of side agreements to alter a written contract. Furthermore, the decision strictly applies the pre-existing duty rule, clarifying that a modification to a contract requires a new bargain, not just a one-sided promise made to induce performance of the original deal. This creates a significant hurdle for parties seeking to enforce oral promises related to a comprehensive written agreement.
