Brown v. Oliver

Brief Fact Summary.

Plaintiff and Defendant entered into a contract for the purchase of Defendant’s land. The contract made no mention of the personal property within a hotel that was leased and used by a third party. After entering into their contract, Defendant assigned himself the lease to the hotel and took the personal property for himself. Plaintiff sued Defendant for the personal property.

Synopsis of Rule of Law.

For a partially integrated contract, parol evidence may be considered to determine whether the parties intended for a disputed issue that is silent in the contract to be included in the contract.

Facts.

Brown (Plaintiff) bought from Oliver (Defendant). The land owned by Defendant contained a hotel that was being leased and used by a third party. The written contract between Plaintiff and Defendant made no mention of the personal property within the hotel. After entering into the contract, Defendant assigned the lease from the hotel to himself and took possession of it. After Plaintiff told Defendant to leave the hotel, Defendant did but took the personal property from the hotel with him. Plaintiff filed suit against Defendant for possession of the personal property. After the trial court held in favor of Plaintiff, Defendant appealed. 

Issue.

For a partially integrated contract, may parol evidence be considered to determine whether the parties intended for a disputed issue that is silent in the contract to be included in the contract?

Held.

Yes. For partially integrated contracts, parol evidence may be used to determine whether parties intended for a disputed issue that is silent in a contract to be included in the contract. In this case, the person who drafted the contract of the parties did not recall either party mentioning the personal property. Plaintiff claimed that it was not mentioned in front of the person who drafted the contract because they already agreed upon it. Since there is no other evidence, the trial court correctly found that the contract was complete and that the parties did not intend the contract to encompass the issue of the personal property. Also, the trial court was correct in allowing the jury to consider parol evidence. Therefore, the trial court’s decision was affirmed.

Discussion.

For parol evidence to be considered, intent of the parties is the key determination. To determine the parties’ intent, courts must look at the following: the written contract, the conduct and language of the contracting parties, and the circumstances surrounding the contract. Courts first look to see if the disputed subject appears in the written contract. If it does appear in any way, then the presumption is that the agreement encompasses all details of the disputed issue and parol evidence may not be considered. If it does not appear in any way, the presumption is that the written contract was not intended to cover that part of the agreement and thus, parol evidence must be considered. In this case, the contract was silent as to the personal property. Therefore, the jury is allowed to consider parol evidence to determine the intent of the parties regarding the disputed issue that is silent in the contract.