Schinkel v. Maxi-Holding, Inc.
Massachusetts Appeals Court
565 N.E.2d 1219 (1991)
Before signing a 1987 stock-option contract letting Schinkel (plaintiff) buy Maxi-Holding, Inc. (Maxi) (defendant) shares for $70,000, the parties orally agreed Schinkel could offset that price with his still-undetermined 1986 compensation once it was set. When his 1986 compensation was later fixed at $50,000, Schinkel paid Maxi only the $20,000 difference, and Maxi accepted the payment and even refunded $5,000 once the compensation was later adjusted upward to $55,000 -- yet Maxi still refused to hand over the shares, and Schinkel sued for breach of contract; the trial court dismissed his complaint based on the parol evidence rule, finding he couldn't rely on the pre-signing oral agreement.
Whether, if parties' conduct after executing a written agreement conforms to a previous oral modification to the agreement rather than the terms of the written agreement, the court can infer that the parties have agreed to be bound by the oral modification.