The Parol Evidence Rule. Vision Graphics, Inc, provides printing services to customers such as Milton Bradley Co To perform its services, Vision agreed to buy or lease from E. I. du Pont de Nemours and Co parts of a computer software system. Vision

Question

needed the system to accept files written in "PostScript," a computer language used in the printing industry. Du Pont orally represented to Vision that with three upgrades, its system would be completely "postscriptable." Promises regarding postscriptability were not included in any of the parties' written contracts. Each contract, however, was an integrated contract explicitly stating that the contract contained the entire agreement of the parties. Before the three upgrades were complete, du Pont determined that for financial reasons, it could no longer support its system and told Vision that the software would not be made postscriptable. Vision lost customers and could not attract new accounts, and its reputation in the industry was damaged. Vision filed a suit in a federal district court against du Pont, alleging, among other things, breach of contract on the basis of the oral promises. Du Pont filed a motion for summary judgment, arguing that whether it breached any oral agreement was "immaterial." Will the court agree? Why or why not?

Answer 1

The parol evidence rule
On Vision's breach of contract claim, the court granted du Pont's motion for summary judgment. The court pointed to the language of the integration clause in the parties' written contracts: "THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES * * * . IT SUPERSEDES ALL OTHER UNDERSTANDINGS OR REPRESENTATIONS, ORAL OR WRITTEN * * * ." The court reasoned that "[g]iven the applicable law, and this explicit language, plaintiff's attempt to enforce the alleged oral agreements regarding postscriptability through a claim for breach of contract is doomed. The integration clause precludes the consideration of antecedent oral agreements which would vary or contradict the written language." Because du Pont's oral statements were not enforceable, no breach of those statements could have occurred.