Transammonia, Inc. v. Enron Capital & Trade Resources Corp.

278 A.D.2d 152, 718 N.Y.S.2d 62, 2000 N.Y. App. Div. LEXIS 14037

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: December 21, 2000
• Status: Published

Opinion

Judgment, Supreme Court, New York County (Barbara Kapnick, J.), entered February 1, 2000, awarding plaintiff damages against defendant pursuant to an order, entered January 11, 2000, which, in an action for breach of a financial commodity swap contract, granted plaintiff’s motion for summary judgment, unanimously affirmed, with costs. Appeal from the order unanimously dismissed, without costs, as subsumed in the appeal from the judgment.

The parol evidence rule precludes defendant from relying on extrinsic evidence to establish that the subject swap contract was one of two interdependent components of a single contract, the other being a contract for the physical sale of the same amount of the same commodity by defendant’s affiliate to plaintiff to which no reference is made in the fully integrated swap contract documents (see, Schonfeld v Thompson, 243 AD2d 343; Inner City Telecommunications Network v Sheridan Broadcasting Network, 260 AD2d 257). Nor can parol evidence avail defendant to establish that agreement on a physical sale was a condition precedent to the effectiveness of the swap contract (see, Fadex Foreign Trading Corp. v Crown Steel Corp., 272 App Div 273, affd 297 NY 903; Meadow Brook Natl. Bank v Bzura, 20 AD2d 287), or that agreement on a physical sale constituted consideration for the swap contract (see, Haggerty Lbr. & Mill Work v Thompson-Starrett Constr. Co., 22 AD2d 509). Concur — Nardelli, J. P., Tom, Mazzarelli, Ellerin and Rubin, JJ.