Noble v. Logan-Dees Chevrolet-Buick, Inc.
1974 Miss. LEXIS 1774, 14 U.C.C. Rep. Serv. (West) 1107, 293 So.2d 14 (1974)
Premium Feature
Subscribe to Lexplug to listen to the Case Podcast.
Rule of Law:
When a written contract for the sale of goods contains a merger clause stating that it represents the complete and exclusive agreement between the parties, the parol evidence rule bars the admission of evidence of prior or contemporaneous oral agreements that would add to or contradict the terms of the writing.
Facts:
- H. Keith Noble and Logan-Dees Chevrolet-Buick, Inc. (Logan-Dees) negotiated for the purchase of a 1972 Buick Electra.
- The parties agreed that the consideration for the Buick would include the trade-in of a 1970 wrecked Chevrolet El Camino and a 1971 Dodge Charger.
- Noble and Logan-Dees executed a written 'Retail Buyer's Order' prepared by Logan-Dees.
- The written contract specified a total cash price, a used car allowance, a cash down payment, and a final cash balance, but made no mention of an insurance check.
- The contract contained a merger clause stating, 'The front and back of this order comprises the entire agreement pertaining to this purchase and no other agreement of any kind, verbal understanding or promise whatsoever, will be recognized.'
- Noble paid the specified cash amounts and transferred title to the two trade-in vehicles to Logan-Dees.
- Logan-Dees delivered the new Buick to Noble.
- Logan-Dees later claimed that Noble had also orally promised to deliver the proceeds of an insurance check from the wrecked El Camino as part of the consideration.
Procedural Posture:
- Logan-Dees Chevrolet-Buick, Inc. filed suit against H. Keith Noble in the County Court of Jackson County (trial court).
- The County Court rendered a judgment of $1,532.66 in favor of Logan-Dees.
- Noble (appellant) appealed the judgment to the Circuit Court of Jackson County (intermediate appellate court).
- The Circuit Court affirmed the judgment of the County Court.
- Noble (appellant) then appealed to the Supreme Court of Mississippi.
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 Miss. Code Ann. § 75-2-202, bar the admission of testimony about an alleged oral agreement for additional consideration when the parties have executed a written contract containing a merger clause stating it is the entire agreement?
Opinions:
Majority - Sugg, Justice
Yes, the parol evidence rule bars the admission of testimony about the alleged oral agreement. A written contract containing a merger clause that professes to be the complete and exclusive statement of the parties' agreement cannot be supplemented or contradicted by evidence of a prior oral agreement. The court rejected Logan-Dees's argument that the testimony was admissible under exceptions in UCC § 2-202. The evidence did not show a course of dealing or usage of trade, nor was it a 'consistent additional term.' Instead, the testimony about the insurance check presented a different consideration than what was explicitly stated in the writing. Because the contract, by its own terms, was a complete and exclusive statement of the agreement, even consistent additional terms would be inadmissible. The court concluded that if the insurance check was part of the deal, Logan-Dees should have included it in the written contract.
Analysis:
This decision reinforces the significance of a merger clause in contracts for the sale of goods under the Uniform Commercial Code (UCC). It demonstrates a strict application of the parol evidence rule, prioritizing the finality and integrity of a written agreement that the parties themselves have designated as complete and exclusive. The ruling provides certainty for contracting parties, signaling that courts will not permit one party to introduce evidence of alleged side-deals or oral promises to alter a seemingly complete written contract. This holding underscores the importance for parties to ensure all terms of their agreement are explicitly included in the final written document.
