Suburban Leisure Center, Inc. v. AMF Bowling Products, Inc.
United States Court of Appeals, Eighth Circuit
468 F.3d 523 (2006)
Suburban Leisure Center (Suburban) (plaintiff) and AMF Bowling Products (AMF) (defendant) entered an oral franchise agreement letting Suburban sell AMF's pool tables under AMF's trademarks. The parties later signed a separate written e-commerce agreement, covering only delivery and installation services, that contained both a merger clause stating it was the entire agreement and an arbitration clause requiring disputes to go to arbitration in Virginia. After AMF terminated the oral franchise agreement, Suburban sued for damages in Missouri state court; AMF removed to federal court and moved to compel arbitration under the e-commerce agreement's arbitration clause, which the district court denied.
Whether extrinsic evidence of prior oral or written agreements that are independent of, collateral to, and not inconsistent with a final agreement may be admissible even when the contract contains a merger clause.