Lee v. Joseph E. Seagram & Sons, Inc.
United States Court of Appeals for the Second Circuit
552 F.2d 447 (1977)
Harold Lee (plaintiff), a longtime Seagram supporter with a 13-year relationship with Seagram executive Yogman, offered to sell his family's liquor distributorship, Capitol City, to Seagram (defendant) on the oral condition that Seagram relocate Harold and his sons to a new distributorship; a written agreement for the corporate sale was later finalized by different Seagram personnel, containing no integration clause and no mention of the oral relocation promise. When no new distributorship materialized, the Lees sued for breach of the oral agreement; the trial judge allowed the oral-agreement evidence despite the parol evidence rule, the jury found for the Lees, and Seagram appealed.
Whether evidence of an oral agreement, relating in part to a later written agreement, should be excluded under the parol evidence rule where the parties to the two agreements are not identical, the agreements were negotiated by different people, the oral agreement's negotiators had a close relationship, the oral agreement's terms don't contradict the written agreement, and the written agreement lacks an integration clause.