In a transaction for the sale of a warehouse, Standard Storage Company tells TriCounty Investment Corporation that the office furniture is included. The contract says nothing about office furniture, but does state, "This document supersedes all oral promises relating to the sale." Is the furniture part of the sale? Why or why not?

Answer 1

No, the furniture is not part of this deal. Under the parol evidence rule, if a writing that is integrated, or constitutes the parties' entire agreement, includes a clause that no oral statements are incorpo-rated, then no evidence of prior negotiations, prior agreements, or contemporaneous oral statements may be used to change the terms. In other words, a party cannot introduce in court evidence of any contradictory negotiation or agreement that occurred before the contract was formed or any contradictory oral agreements that were made at the time the contract was formed. Thus, here, the fact that the written contract did not mention the furniture and the clause in the document stated it superseded any oral promises means that the parties do not have a deal for the furniture.