Tar River Cable TV, Inc. v. Standard Theatre Supply Co.

302 S.E.2d 458, 62 N.C. App. 61, 1983 N.C. App. LEXIS 2811

Opinion

VAUGHN, Chief Judge.

The sole issue presented is whether Tar River’s evidence, which it contends presents a genuine issue of fact as to the nature of the contract, was admissible or barred by the parol evidence rule. The parol evidence rule excludes prior or contem poraneous oral agreements which are inconsistent with a written contract if the written contract contains the complete agreement of the parties. This rule was explained by our Supreme Court as follows:

A contract not required to be in writing may be partly written and partly oral. However, where the parties have deliberately put their engagements in writing in such terms as import a legal obligation free of uncertainty, it is presumed the writing was intended by the parties to represent all their engagements as to the elements dealt with in the writing. Accordingly, all prior and contemporaneous negotiations in respect to those elements are deemed merged in the written agreement. And the rule is that, in the absence of fraud or mistake or allegation thereof, parol testimony of prior or contemporaneous negotiations or conversations inconsistent with the writing, or which tend to substitute a new and different contract from the one evidenced by the writing, is incompetent.

Neal v. Marrone, 239 N.C. 73, 77, 79 S.E. 2d 239, 242 (1953).

In this case, Tar River agreed to purchase certain items of equipment from Standard. By Tar River’s own admission, the equipment was delivered, installed, and functioning properly. Subsequently, they realized that the system they purchased was not sophisticated enough to do what they wanted. They purchased a frame synchronizer, for $21,000.00, installed it, redesigned the system, and then brought this action against Standard for $81,075.00 damages, of which $21,000.00 was for the frame syn-chronizer. Chester admitted, in his deposition, that if Standard had included the frame synchronizer in the contract he would not have entered into the agreement because it would have been too expensive. The parol evidence rule was designed to apply in this sort of situation. The contract contained the following sentence: “This instrument constitutes the entire agreement between the parties for the sale of the goods, and no oral agreements or representations of any nature or kind shall be binding.” Both parties agree that Standard fulfilled the written contract. Tar River’s problem is simply that they wanted more than they contracted for. We find that the parol testimony was correctly excluded, and as there is no issue of fact, summary judgment was properly entered for Standard.

Affirmed.

Judges Webb and Eagles concur.