W.W.W. Associates, Inc. v. Giancontieri

The Giancontieris (defendants) contracted to sell land to W.W.W. Associates (plaintiff), with a reciprocal cancellation clause letting either party cancel if the sellers' pending litigation didn't resolve by a set date, plus a merger clause stating the contract was the parties' entire agreement, superseding all prior understandings. When the litigation was still ongoing at the deadline, the sellers cancelled. The buyer sued for specific performance, arguing the cancellation clause was meant to protect only the buyer, and sought to introduce extrinsic evidence of how the clause originated to support that reading.

Whether extrinsic evidence of how a contract clause originated is admissible where the clause is clear and the contract also contains a merger clause providing that all prior understandings between the parties are merged into the contract.