Town Bank v. City Real Estate Development, LLC
Wisconsin Supreme Court
793 N.W.2d 476 (Wis. 2010)
Town Bank's (plaintiff) commitment letter proposed a $9 million total loan in two phases, but the parties' subsequent written loan contract for only the first $2.5 million phase contained an integration clause stating it was the parties' final and complete agreement, without mentioning the commitment letter or the remaining $6.5 million; when Town Bank later refused the second phase, City Real Estate (defendant) counterclaimed for breach based on the commitment letter, and the jury found for City Real Estate.
Whether, when the parties to a contract embody their agreement in writing and intend the writing to be the final expression of their agreement, a party can introduce evidence of a prior written or oral agreement that tends to vary or contradict the terms of the writing.