Sundlun v. Shoemaker
421 Pa. Super. 353, 20 U.C.C. Rep. Serv. 2d (West) 432, 617 A.2d 1330 (1992)
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Rule of Law:
Under the Uniform Commercial Code's parol evidence rule (§ 2-202), evidence of consistent additional terms may be admitted to explain or supplement a written contract for the sale of goods, even if the contract is not ambiguous, unless the writing was intended by the parties to be a complete and exclusive statement of their agreement.
Facts:
- Bruce G. Shoemaker, an antiques dealer, owned a rare Thomas Mendenhall clock.
- Peter B. Sundlun, an antiques broker, became interested in purchasing the clock.
- During discussions, Shoemaker orally represented to Sundlun that the feet on the clock case were original.
- Sundlun agreed to purchase the clock for $97,500.
- The parties signed a written agreement providing that Shoemaker personally guaranteed the clock was 'as described' and would repurchase it if it was not.
- The agreement attached a horologist's report, which described the clock but only stated that 'Ogee feet carry the case' without addressing their originality.
- Shortly after the sale, it was discovered that the clock's feet were not original, a fact both parties agreed substantially impaired its value.
- Sundlun requested Shoemaker buy back the clock pursuant to the agreement, but Shoemaker refused, arguing his oral statement was not part of the warranted 'description'.
Procedural Posture:
- Sundlun sued Shoemaker in the trial court for breach of contract and breach of warranty.
- Before trial, the court denied Shoemaker's motion in limine to exclude the parol evidence of his oral statements.
- A jury returned a verdict in favor of Sundlun in the amount of $75,500.
- Shoemaker filed a motion for judgment n.o.v. or, in the alternative, a new trial.
- The trial court denied Shoemaker's post-trial motion.
- Shoemaker (appellant) appealed the trial court's order to the Superior Court of Pennsylvania (the intermediate appellate court).
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Issue:
Does the Uniform Commercial Code's parol evidence rule permit the admission of a seller's prior oral representations as 'consistent additional terms' to explain or supplement a phrase in a written sales contract that lacks an integration clause?
Opinions:
Majority - Beck, Judge
Yes. Under the Uniform Commercial Code (UCC), a seller's prior oral representations may be admitted as consistent additional terms to explain a written contract. The court reasoned that this sales transaction is governed by UCC § 2-202, which permits a final written expression to be explained or supplemented by evidence of consistent additional terms, unless the court finds the writing was intended as a complete and exclusive statement of the agreement. Here, the written contract lacked an integration clause, indicating it was not a complete and exclusive statement. Shoemaker's oral representation that the feet were original did not contradict the written terms, which were silent on originality, but rather explained and supplemented the meaning of the phrase 'as described.' The court noted that the UCC parol evidence rule is more liberal than its common law counterpart and does not require a judicial finding of ambiguity before such evidence can be admitted.
Analysis:
This case illustrates the UCC's significant liberalization of the common law parol evidence rule in the context of commercial sales. It establishes that unless a written contract contains a clear integration clause stating it is the complete and final agreement, prior oral statements that do not directly contradict the written terms can be admitted to supplement and explain the contract. This decision places a higher burden on parties, particularly sellers, to either be precise in their written agreements or to include an integration clause if they wish to exclude prior oral representations from becoming part of the enforceable bargain. It reinforces the UCC's goal of interpreting contracts in light of the parties' actual course of dealing and the commercial context of the transaction.
