ARB, Inc. v. E-Systems, Inc.
United States Court of Appeals for the District of Columbia Circuit
663 F.2d 189 (1980)
Relevant factsFree
ARB (plaintiff) originally proposed a cover-damages provision that was removed from the final written contract with E-Systems (defendant), which included an integration clause declaring the writing a complete and exclusive statement of the agreement; after E-Systems breached and ARB sought cover damages, the trial court denied them based on the negotiation history showing the provision had been deleted, prompting ARB's parol-evidence challenge.
IssueFree
Whether, under the Uniform Commercial Code, a breaching party can avoid cover damages by offering parol evidence of the negotiation process to prove that cover damages were bargained away.
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