Gianni v. R. Russell & Co.
Supreme Court of Pennsylvania, 1924.
Author: Jim

Facts: P owned a store in a building where he sold tobacco, candy, fruit, and soft drinks.  D bought the building and started lease negotiations with P.  They reached a written agreement where P was allowed to sell only fruit, candy, and soft drinks and was prohibited from selling tobacco.  P signed the written agreement.  Later D rented the neighboring store to a drug company that also sold soft drinks.  P claims that in consideration for him not selling tobacco in his store, D had made an oral agreement that P would have the sole right to sell soft drinks in the building.  Even though this agreement was not included in the written K, P claims that it was a separate oral agreement.

Procedure: The trial court ruled for P.

Issue: Was the additional term valid if it was not included in the written K?

Holding: No

Rationale:  According to the court, where parties, without any fraud or mistake, have deliberately put their engagements in writing, the law declares the writing to be not only the best, but the only evidence of their agreement.  All previous dealings between the parties is superseded by the written K.  Also, in the current case there was no separate oral agreement between the parties.  The oral conversation between the parties related to the same subject matter, and were so interrelated to the written agreement that the written K covered both.  Therefore, the parol evidence rule denies the admission of this alleged oral agreement between the parties.  Reversed.