George v. Davoli
91 Misc. 2d 296, 22 U.C.C. Rep. Serv. (West) 603, 397 N.Y.S.2d 895 (1977)
Premium Feature
Subscribe to Lexplug to listen to the Case Podcast.
Rule of Law:
Under Uniform Commercial Code § 2-202, evidence of a consistent, additional oral term is admissible to supplement a written agreement that is not intended by the parties to be a complete and exclusive statement of their agreement. An oral term is not inconsistent if it supplements an omission rather than contradicting or negating an express term of the writing.
Facts:
- A plaintiff and a defendant entered into an agreement for the plaintiff to purchase Indian jewelry for $500.
- The parties signed a written memorandum of sale stating the plaintiff could return the jewelry if it was not acceptable and receive a $440 refund.
- The written memorandum did not specify a time limit for the return of the jewelry.
- The defendant alleged that the parties also made a contemporaneous oral agreement requiring the jewelry to be returned by the following Monday evening.
- The plaintiff contacted the defendant on the Wednesday of the following week, two days after the alleged oral deadline.
- The plaintiff attempted to return the jewelry and demanded the $440 refund, which the defendant refused.
Procedural Posture:
- The buyer (Plaintiff) sued the seller (Defendant) in a trial court action.
- At trial, the plaintiff called the defendant as his only witness.
- The defendant was allowed to testify, over the plaintiff's objection, about an oral agreement that supplemented the written contract.
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, as codified in Uniform Commercial Code § 2-202, permit the introduction of testimony about a contemporaneous oral agreement that establishes a specific return deadline for goods sold on approval when the written sales memorandum is silent on that term?
Opinions:
Majority - David H. Brind, J.
Yes, the parol evidence rule under U.C.C. § 2-202 permits the introduction of this testimony. Evidence of a consistent, additional oral term is admissible to supplement a written agreement unless the writing was intended as a complete and exclusive statement of the terms. Here, the written memorandum was silent as to the time for return, making it patently incomplete. The oral agreement setting a deadline does not contradict any term in the writing; it merely supplements it by filling in an important, omitted term. Citing precedent, the court noted that an oral term is only inconsistent if it 'contradict[s] or negate[s] a term of the writing,' not if it simply adds a detail. Since the defendant's testimony about the oral agreement was unrebutted, the court accepts it as a term of the contract, which the plaintiff failed to meet.
Analysis:
This case illustrates the Uniform Commercial Code's liberalization of the common law parol evidence rule for contracts involving the sale of goods. It establishes that courts should be more permissive in admitting evidence of oral terms that supplement, rather than contradict, a written agreement. The decision emphasizes that a writing's silence on a key term, like a deadline, is strong evidence that it was not intended to be a complete and exclusive agreement. This precedent makes it more difficult for parties to use the parol evidence rule to exclude evidence of oral understandings that fill gaps in an incomplete written contract, thereby promoting the court's ability to ascertain the parties' true agreement.
Unlock the full brief for George v. Davoli