P1246990951PxYEi

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The actual contract language in Taylor v. State
Farm Mutual Insurance Corp. Taylor releases all
contractual rights, claims, and causes of action
he has or may have against State Farm under the
policy of insurance referred to herein, in
connection with the collision on April 9, 1977,
and all subsequent matters. Hypothetical
alternative language Taylor releases any and
all rights, claims, and causes of action he
has or may have against State Farm under the
policy of insurance referred to herein, in
connection with the collision on April 9, 1977
.
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(No Transcript)
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The Parol Evidence Rule Yocca v. Pittsburgh
Steelers
Stadium Builder License Agreement Entire
Agreement Modification. This Agreement
contains the entire agreement of the parties with
respect to the matters provided for herein and
shall supersede any representations or agreements
previously made or entered into by the parties
hereto. No modification hereto shall be
enforceable unless in writing, signed by both
parties.
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The Parol Evidence Rule Yocca v. Pittsburgh
Steelers
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IC Corp. is a beer distributor for Lots of Suds,
Inc. under a written distribution agreement that
assures that IC Corp. is the exclusive
distributor for Pittsburgh. Bud, the president
of IC Corp., wants to retire to the country but
keep a bit of the beer business in his family.
He negotiates the following deal with Lots of
Suds Lots of Suds will purchase the assets of
IC Corp.s distributorship, so that Lots of Suds
can re-sell the Pittsburgh rights to someone
else. Lots of Suds will provide Bud (personally)
with a new distributorship in a rural county in
northwestern Pennsylvania. Lots of Suds and IC
Corp. (per Bud) sign a written contract under
which IC Corp. sells its assets to Lots of Suds
in exchange for . Nothing in this contract
refers to Buds new distributorship, and there is
no merger clause. When Lots of Suds later denies
making such a deal, Bud sues Lots of Suds for
breach of contract. Lots argues that evidence of
the new distributorship deal with Bud cannot be
introduced because of the parol evidence rule.
Is Lots of Suds right?
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George Bailey, owner of Georges Builders, a
modest business in Bedford Falls, approaches his
best friend, Clarence, president of Clarences
Bank, for a business loan that George wants to
use to expand his business. Over breakfast in
the coffee shop, Clarence offers a 50,000 loan
at 8 interest, payable on demand by the bank.
George was hoping to borrow 150,000 and tells
Clarence so. Clarence says, Youre a new
business. Dont worry. Were going to be here
for you. They shake hands. Later that day,
George sends Clarence the following email
Clarence, Im excited about the prospect of your
sharing in the expansion of Georges Builders.
The bank's commitment to help our company grow is
the kind of support we need.  Thanks! Clarence
sends an email in reply, writing, On behalf of
Clarences Bank, Im delighted to agree entirely.
Im looking forward to a long and prosperous
relationship between our companies. A week
later, George and Clarence meet in Clarences
office. Clarence delivers a 50,000 check to
George.  George signs a loan agreement on the
standard form used by the bank. The form says
nothing about loans in addition to the first
50,000. The form does include a merger
clause. Two years later, construction in town
has leveled off and Georges Builders is
struggling. The bank sends a Notice of Payment
Due to Georges Builders. George, dismayed,
calls his friend Clarence and argues that he
promised to lend additional money to ensure that
Georges Builders prospered. Clarence says only,
Bailey, wheres my money? and hangs up. In the
bank's lawsuit to collect on the 50,000 loan,
can Georges Builders introduce evidence of the
coffee shop conversation? Of the email exchange?
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1. Evidence of CoD, UoT, CoP is admissible in
accordance with UCC 2-202, Rest (2d) 202(5)
2. Hierarchy found in UCC 1-205(4), 2-208(2),
Rest (2d) 203
(First) Express terms (UCC 1-205(4), 2-208(2))
Rest (2d) 203
UoT
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Shells Posted Price at time of delivery
Nanakuli Paving Rock Co. v. Shell Oil Co. (9th
Cir. 1981)