Weiss v. Smulders

Weiss's (plaintiff) company signed a written distribution agreement to exclusively distribute granola made by Smulders's (defendant) company, which referenced a possible future merger but stated any merger would require a separate written document, and contained a standard merger clause covering the agreement's own subject matter; after signing, Smulders orally promised Weiss he would agree to the merger, prompting Weiss to wind down his other business and invest heavily in the granola venture, only for Smulders to later back out. Weiss sued for promissory estoppel; Smulders argued the parol evidence rule barred consideration of his oral merger promise given the integrated distribution agreement, but the trial court ruled for Weiss, and Smulders appealed.