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Herman Oil, Inc. v. Peterman Case Brief

Summary of Herman Oil, Inc. v. Peterman

Facts: P was engaged in the retail sale of fuel; P sold fuel to Mass; D claims that they handled the paperwork for the sales to Mass; including in the relationship was a special arrangement with the P to act as a conduit for the sale and payment to P; P sued D after they failed to make a payment to P for sales to Mass; lawsuit involves a dispute over the terms of the agreement; P claims that there was no special arrangement

Issue: Whether the written invoices were the final expression of the agreement between the parties

Holding: The parties did not intend for the written invoices to be a final expression of their agreement.

Issue: Whether the invoices issued by the P to the D created enforceable contracts for the sale of goods.

Holding: Yes, the invoices evidenced enforceable contracts for the sale of fuel.

Issue: Whether the parol evidence rule in the U.C.C. bars the court from considering extrinsic evidence about those invoices.

Holding: No, the court could consider extrinsic evidence of the parties’ course of dealing.

Rationale: N.D. statue change the common law of contracts and liberalizes the application of the parol evidence rule to writings evidencing a contract for the sale of goods; In determining whether a writing is a final expression of the parties agreement on the written terms, the most important factor is the intent of the parties.



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