In a transaction for the sale of an auto painting facility, Bright Auto Colors Company tells Custom Cars Corporation that the paints and other supplies on-site are in¬cluded. The contract says nothing about the supplies on-site, but does state, "This document supersedes all oral promises relating to the sale.". Are the supplies part of the sale? Why or why not?
No, the supplies are not part of this deal.
Under the parol evi¬dence rule, if a writing that is integrated, or con-stitutes the parties' entire agreement, includes a clause stating that no oral statements are incorpo¬rated, then no evidence of prior negotiations, prior agreements, or con¬tempora¬neous 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 contra¬dictory oral agreements that were made at the time the contract was formed.
Thus, in this case, because the written contract did not mention the supplies and the clause in the document stated that it su¬perseded any oral promises, the parties do not have a deal for the supplies.
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