of Donald Lieberman 9/10/92, 71-125).
Accordingly, we cannot grant Defendants' motion for summary judgment as to Dr. Lieberman's remaining RICO claim on the basis of the statute of limitations.
C. PLAINTIFFS' COMMON LAW CLAIMS
As stated earlier, the Plaintiffs' amended complaints also seek to recover damages from Defendants under theories of breach of contract, fraud, misrepresentation and estoppel. By way of the instant motion, Defendants ask that partial summary judgment now be entered in their favor with respect to these claims as well.
1. Applicability of the Parol Evidence Rule to Plaintiffs' Breach of Written Contract Claims
Defendants further argue that the parol evidence rule mandates that summary judgment be entered on those causes of action brought under Plaintiffs' written employment contracts. In this regard, Defendants contend that because their agreements contain so-called integration clauses, the Plaintiffs cannot, as a matter of law, recover damages based on oral promises allegedly made prior to execution of those written contracts. Thus, Defendants contend, those counts of Plaintiffs' complaints which seek an accounting and damages for the breach of Defendants' purported oral representations that the general partners would be charged virtually nothing for expenses and that Plaintiffs would regularly be paid in cash from the profits of their general partners for their respective shares and equity interests in those partners must fail.
It is axiomatic that under Pennsylvania law
where the parties to an agreement adopt a writing as the final and complete expression of their agreement, evidence of negotiations leading to the formation of the agreement is inadmissible to show an interest at variance with the language of the written instrument. Alleged prior or contemporaneous oral representations or agreements concerning subjects that are specifically dealt with in the written contract are merged in or superceded by that contract. In this way, the effect of an integration clause is to make the parol evidence rule particularly applicable. McGuire v. Schneider, Inc. 368 Pa. Super. 344, 349, 534 A.2d 115, 117 (1987), aff'd per curiam, 519 Pa. 439, 548 A.2d 1223 (1988), citing, inter alia, In Re Carter's Claim, 390 Pa. 365, 372, 134 A.2d 908, 912 (1957); Bardwell v. Willis Company, 375 Pa. 503, 507, 100 A.2d 102, 104 (1953); Gianni v. R. Russell & Company, 281 Pa. 320, 323, 126 A. 791, 792 (1924); National Cash Register Co. v. Modern Transfer Co., 224 Pa. Super. 138, 144, 302 A.2d 486, 489 (1973).
Where, however, a writing does not state fully the entire agreement of the parties, the parol evidence rule has no application. Consequently, an exception to the rule exists when the party seeking to enforce the agreement as written has made admissions that the agreement does not, in fact, constitute the entire agreement between the parties even when it contains an integration clause. Fountain Hill Millwork Bldg. Supply Co. v. Belzel, 402 Pa. Super. 553, 587 A.2d 757, 761 (1991); Giant Food Stores, Inc. v. Marketplace Communications Corp., 717 F. Supp. 1071, 1074 (M.D. Pa. 1991). Similarly, where a written agreement is ambiguous, parol evidence can be admitted to explain its terms. Project Development Group, Inc. v. O.H. Materials Corp., 766 F. Supp. 1348, 1352 (W.D. Pa. 1991).
On the other hand, when a contract is induced by fraud, the injured party has a choice of alternate remedies: he may either rescind the contract or affirm it and maintain an action in deceit for damages. In this regard, it has been said that evidence of fraud in the inducement will suspend the parol evidence rule because fraud prevents formation of a valid contract; thus, no contract, no parol evidence rule. Mellon Bank Corp. v. First Union Real Estate Equity & Mortgage Investment, 951 F.2d 1399, 1408 (3rd Cir. 1991), citing, inter alia, Brentwater Homes, Inc. v. Weibley, 471 Pa. 17, 369 A.2d 1172, 1175 (1977); Briggs v. Erie Insurance Group, 406 Pa. Super. 560, 594 A.2d 761, 765 (1991); Betz Laboratories, Inc. v. Hines, 647 F.2d 402, 406 (3rd Cir. 1981).
Whether a writing is an integrated agreement and, if so, whether the agreement is completely or partially integrated are questions to be decided by the court prior to application of the parol evidence rule. McGuire v. Schneider, Inc., supra, 534 A.2d at 118. It should be noted that the mere presence or absence of an integration clause in a contract is not necessarily dispositive. Rather, a comparison of both the alleged oral and written agreements must be undertaken and a determination made as to whether the parties, situated as were the ones to the contract, would naturally and normally include the one in the other if it were made. If they relate to the same subject matter and are so interrelated that both would be executed at the same time and in the same contract, the scope of the subsidiary agreement must be taken to be covered by the writing. Mellon Bank v. First Union Real Estate, supra, at 1405; Hershey Foods Corp. v. Ralph Chapek, Inc., 828 F.2d 989, 995 (3rd Cir. 1987); Gianni v. R. Russel & Co., supra, 126 A. at 792.
In the case at bar, the Defendants principally rely on two paragraphs, which appear in each Plaintiff's employment agreement as support for their proposition that any and all other and prior agreements between the parties (including those concerning the charging of expenses and payment of regular cash distributions) were "integrated" into the written employment documents. Those paragraphs, which are variously numbered 3(e) and 9 or 10 read as follows:
"(e) Entire Compensation. The compensation provided for in this Agreement shall constitute full payment for the services to be rendered by the Employee to the Employer hereunder.