Middletown Concrete Products, Inc. v. Black Clawson Co.
United States District Court for the District of Delaware
802 F. Supp. 1135 (D. Del. 1992)
Middletown Concrete Products (MCP) (plaintiff) negotiated with Black Clawson Co. (BCC) (defendant) over a machinery system's guaranteed production rate, and BCC presented MCP with an Acceptable Performance Letter listing a specific guaranteed rate before the parties signed three final contracts, each containing a 90-day warranty limitation excluding all other written, oral, or implied warranties and a merger clause stating the contract contained the entire agreement. After experiencing unresolved problems with the machinery, MCP sought summary judgment relying in part on the production rate stated in the pre-contract Acceptable Performance Letter.
Whether contract terms that constitute the final expressions of the parties' agreements may be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement.