Brief Fact Summary. Midland Mfg. Co., (Appellee) entered into a contract with C-Thru Container Corp., (Appellant) to buy bottle-making equipment from Appellant and to make bottles for Appellant to purchase. Appellant sued Appellee for breach of contract after Appellee failed to demonstrate it could produce commercial acceptable bottles for Appellant.
Synopsis of Rule of Law. Parol evidence may be admitted to add a new term to a complete contract as long as it does not contradict any explicit contractual term.
Summary judgment is appropriate only when no genuine issue of material fact exists and the moving party is entitled to judgment as a matter of law.View Full Point of Law
Issue. Whether a complete contract may be explained by or supplemented by parol evidence of trade usages.
Held. Yes,, when parol evidence shows a usage of trade that does not contradict a contract term, the evidence is admissible to supplement the contract.
Discussion. Usage of trade is admissible regardless of whether the contract is ambiguous. A new term may be added to complete contract by parol evidence of trade usages. That is the definition of “supplement.” The usage of trade evidence proving that the practice in the trade was to provide sample bottles before receiving an order does not contradict any term of the agreement between the parties. Taking this evidence in a light most favorable to Appellant, there is a genuine issue of fact concerning the performance required of Appellee as a prerequisite to Appellant’s obligation to place an order. Therefore summary judgment is not appropriate.