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ADAMS v. FREDERICKSON. (01/06/56)

January 6, 1956

ADAMS, APPELLANT
v.
FREDERICKSON.



Appeal, No. 162, March T., 1955, from decree of Court of Common Pleas of Allegheny County, April T., 1955, No. 2564, in case of Walter H. Adams v. E. R. Frederickson. Decree reversed in part; reargument refused January 12, 1956.

COUNSEL

A. N. Brunwasser, for appellant.

Robert W. Semenow, with him Harold Gondelman, for appellee.

Before Stern, C.j., Stearne, Jones, Musmanno and Arnold, JJ.

Author: Musmanno

[ 384 Pa. Page 33]

OPINION BY MR. JUSTICE MUSMANNO

On September 15, 1954, Walter H. Adams and E. R. Frederickson entered into a written contract whereby Adams agreed to pay Frederickson the total sum of $15,000 for a stationery store owned by Frederickson

[ 384 Pa. Page 34]

    and located in the Grant Building on Grant Street, Pittsburgh.

On March 9, 1955, Adams filed a complaint in equity asking that the contract be rescinded because of misrepresentations made by the defendant, and requesting further that Frederickson be restrained from conducting a competing business in violation of one of the provisions of the contract. The defendant filed preliminary objections and moved for a dismissal of the complaint. The lower Court sustained the objections on the ground that the plaintiff was seeking to alter the terms of a written contract by parol evidence. The plaintiff appealed.

The plaintiff in his complaint, which consists of 79 paragraphs, relates a long story of the conversation which preceded the writing and signing of the agreement. In this conversation the defendant, according to the complaint, made statements that the business had been a profitable one. The plaintiff, however, did not charge that these inducing statements were false. It needs no considerable citation of authority to demonstrate that a mere laudation of one's business, unconnected with deceit and fraud, cannot be made the basis of rescission when no reference is made to the representations in the written contract which follows the oral discussion. The plaintiff further averred that Frederickson assured him that he would derive $400 to $500 monthly profit on the business to be sold. However, in his effort to establish these allegedly false assurances attributed to the defendant, the plaintiff runs full-tilt against the solid wall of the Parol Evidence Rule which provides that "All preliminary negotiations, conversations and verbal agreements are merged in and superseded by the subsequent written contract ... and unless fraud, accident or mistake be averred, the writing constitutes the agreement between

[ 384 Pa. Page 35]

    the parties, and its terms cannot be added to nor subtracted from by parol evidence ..." ...


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