The plaintiffs urge that the previous negotiations between the parties to the integrated agreement are admissible to show that the agreement has any meaning which is not impossible under the standard stated in § 230. This is the rule adopted in Restatement of Contracts § 242. In interpreting an integrated agreement, Restatement of Contracts § 235 sets forth the rules to aid the application of the standards set forth in § 230, and that is that the ordinary meaning of language throughout the country is given to words unless circumstances show that a different meaning is applicable.
Thus, we come to the problem of interpreting the integrated contract. The meaning of the word 'consent' does not appear to this Court to be so elusive or difficult as to require or even to permit the Court to look to the prior negotiations to get the meaning of this word, but the Court must follow the rule set forth in § 235 and feels that a reasonably intelligent person would give the words at least their common meaning and 'consent' means 'voluntary accordance with, or concurrence in, what is done or proposed by another; acquiescence; approval, compliance, permission.' Webster's New International Dictionary, 2d Ed. Unabridged, page 568.
With this view of the law in mind, it appears to this Court that the parties undoubtedly engaged in long negotiations prior to the formation of the written contract, and that plaintiff was very much concerned with having a used-car outlet. The plaintiff was a man of at least average intelligence and has considerable business experience, as may be seen in the answers to interrogatories filed on May 23, 1956; but he freely executed the franchise agreement and even entered into a supplemental agreement concerning territorial rights in which there was a definite clause concerning a change of location. In it he agreed that he would not change the location of his existing used-car outlet without the prior written consent of the company. If he was so concerned with having the right to change his used-car outlet if necessary for the successful operation of his business, it seems inconceivable that he would not insist upon such a clause being written into the contract. However, this he failed to do. A fully integrated contract was executed between the parties. It made no mention of the prior oral agreement on which the plaintiff relies. The Parol Evidence Rule will not permit a party to alter, vary, or contradict the terms of a written agreement in the absence of an allegation that a written agreement was entered into by fraud, accident, or mistake. There is no such allegation in the complaint or amended complaint in this case.
'In the absence of any claim of fraud, accident or mistake, the parties having deliberately put their engagements in writing, such writing constituted the agreement between them and its terms cannot be added to or subtracted from by parol evidence. Gianni v. R. Russell & Co., Inc., 281 Pa. 320, 126 A. 791; Speier v. Michelson, 303 Pa. 66, 154 A. 127; Jordan v. Sun Life Assurance Company of Canada, 366 Pa. 495, 77 A.2d 631; Grubb v. Rockey, 366 Pa. 592, 79 A.2d 255.' Mathers v. Roxy Auto Co., 1954, 375 Pa. 640, 644, 101 A.2d 680, 682.
Therefore, this Court cannot permit the plaintiff to alter, vary, or contradict the terms of the written integrated agreement by evidence of the oral agreement. The oral agreement in view of the Parol Evidence Rule is inoperative and could not be the basis of any legal cause of action; and if it did exist, it has been superseded by the written integration and under the law there is no oral agreement. If there is no oral agreement, there obviously could not be a breach of an oral agreement, and there could not be a cause of action for the breach of an agreement that does not exist in law. Accordingly, the defendant's motion for judgment on the pleadings insofar as plaintiff seeks to recover damages for a breach of contract on the oral agreement should be granted.
© 1992-2004 VersusLaw Inc.