Brown v. Oliver – Case Brief
Brown v. Oliver, 123 Kan. 711, 256 P. 1008 (1927).
Facts: Brown (P) purchased land with a hotel from Oliver (D). There was evidence that the parties had orally agreed that the hotel furniture would be included in the sale but the agreement did not appear in the writing. Brown sued Oliver for the furniture and at trial Oliver asserted that the writing was controlling and that evidence of the furniture was parol evidence and should not be admissible. The trial court admitted the evidence and D appealed.
Issue: Does the parol evidence rule apply to subject matter that does not contradict and is not addressed in a complete writing representing a partial integration?
Holding and Rule: No. The parol evidence rule does not apply to subject matter that does not contradict and is not addressed in a complete writing representing a partial integration.
The writing was only complete with regard to the land and parol evidence regarding the furniture could be admissible. The court held that it was necessary to determine whether the parties intended that the entire transaction be consummated by the written agreement for the real estate. The intent of the parties is discerned from the language and circumstances.
The important concern is whether or not the particular element of the alleged extrinsic negotiation (in this case the furniture) is addressed at all in the writing. If it is addressed, there is a presumption that the writing was meant to represent the entire transaction and the parol evidence is not admissible. If not, the writing is a partial integration and is complete only with regard to the subject matter actually addressed in the writing.
The court held that in this case the writing did not establish conclusively within the four corners of the document whether the parties intended that it should exclude everything except the real estate itself. Parol evidence was admitted properly.
Notes: The writing did not include an integration clause. The dispute over the furniture did not contradict anything in the writing; the writing was therefore only a partial integration, complete with regard to the land only.
See Masterson v. Sine.