Brief Fact Summary. Alaska Northern Development, Inc. (Plaintiff) appeals from a judgment in favor of Alyeska Pipeline Service Co. (Defendant) in a contract formation and interpretation dispute.
Synopsis of Rule of Law. Parol evidence restricts external evidence that contradicts the integrated terms of a written contract.
Issue. Whether the writing was integrated, and if so whether the evidence of a prior or contemporaneous agreement contradicts or is inconsistent with the integrated portion?
Held. Yes. Judgment affirmed.
The letter was integrated with respect to the approval clause but the contract was merely partially integrated based on the evidence presented.
The excluded evidence does not contradict the integrated portion of the writing. Plaintiff contends that the superior court erred in granting summary judgment because the evidence conflicted as to the meaning of the owner committee approval clause. However, the words in the letter are not reasonably susceptible to the interpretation offered by Plaintiff. Thus, there is no merit in Plaintiff’s claim.
The superior court also found that the owner committee’s approval power was limited to the approval of the price to be inconsistent with and contradictory to the language used in the letter. Inconsistency is the absence of reasonable harmony in terms of the language and respective obligations of the parties. Under this definition, the proffered parol evidence limiting the owner committee’s right of final approval is inconsistent with the integrated term that conditionally gives the committee the right to approval. Thus, parol evidence was properly excluded since it contradicted the integrated clause.
Discussion. This court adopts the Corbin view, which states looks at all available evidence to determine the actual intention of the parties.