Brief Fact Summary. Plaintiff Frank Gianni leased a room in an office building owned by Defendant R. Russell & Co., for the purposes of running a store selling fruit, candy, soda water, etc. In negotiating the lease, Plaintiff agreed not to sell tobacco, and he claims that this promise was made in the exchange for the exclusive right to sell soft drinks in the building. No such provision was incorporated in the written lease, and subsequently, Defendant leased space to a drug company that also sold soft drinks.
Synopsis of Rule of Law. In the absence of fraud or mistake, a written agreement is the only evidence of the agreement between two parties.
Issue. Is there an enforceable oral agreement?
Held. No. Under the parol evidence rule, “Where parties, without any fraud or mistake, have deliberately put their engagements in writing, the law declares the writing to be not only the best, but the only evidence of their agreement.” Any preliminary negotiations and verbal agreements are superseded by the written contract, and no evidence of such other verbal agreements is to be considered by the court. However, in order for parol evidence to be excluded, the written contract must be the entire contract between the parties. In other words, if the contract appears on its face to embody the complete legal obligations of the parties, it is conclusively presumed to be the whole agreement between the parties. In the present case, the lease includes the uses and forbidden use of Plaintiff’s premises. Namely, Plaintiff could sell fruit, candy, soda water, etc. but not tobacco. Since Plaintiff’s promise not to sell tobacco was included in the writing, it would be the natural thing to inclu
de the promise of the exclusive rights to sell soft drinks. However, the latter provision is absent from the written lease. Hence, the parol evidence rule bars evidence of such an agreement.
The test to determine whether the alleged parol agreement comes within the field embraced by the written one is to compare the two and determine whether parties, situated as were the ones to the contract, would naturally and normally include the one in the other if it were made.View Full Point of Law