Hicks v. Bush
Court of Appeals of New York
180 N.E.2d 425 (1962)
Hicks (plaintiff) and shareholders of the Bush Company (defendant) signed a written agreement to merge their corporate interests, and Hicks transferred his stock to the new entity, but the Bush shareholders refused to complete the merger, claiming they had orally agreed the deal would only become effective if $672,500 in equity-expansion funds was raised — funds that were never obtained, with one witness describing the understanding as "get the money or no deal." Hicks sued for specific performance, arguing the only condition in the written agreement was accepting stock subscriptions within 25 days and that no oral funding condition was ever mentioned; the trial court ruled against Hicks, finding the unmet oral condition precedent barred a binding agreement, and Hicks appealed.
Whether courts may admit parol evidence to prove an oral condition precedent to a written contract's effectiveness when the condition does not contradict the contract's express terms.