are definitely expressing an intention to nullify antecedent understandings or agreements . . . . Therefore, even if there had in fact been an antecedent warranty or other provision, it is discharged by the written agreement.").
Not surprisingly, Medlantic contends that that the parole evidence rule is inapplicable in this case, and that application of the rule therefore cannot trump Medlantic's promissory estoppel argument. In an effort to evade the import of the integration clause contained in the 1987 Agreement, Medlantic argues that because the 1987 Agreement lacks a specific price term, Medlantic may introduce evidence of IBM's representations in order to show the parties' actual, prior agreement on price. To do so, Medlantic suggests, would not be to vary or contradict the terms of the 1987 Agreement, but would instead serve only to explain the complete understanding of the parties as fully fleshed out in the 1987 Agreement.
Again, however, Medlantic ignores the plain language of the 1987 Agreement. The 1987 Agreement clearly states (1) that it is merely the first step in a two-step contracting process; and (2) that the price of the 3090-18E CPU would be provided in the Supplement. Thus, contrary to Medlantic's assertion, evidence of the alleged prior oral agreement as to price would flatly contradict the 1987 Agreement in two respects. First, it would be offered to prove the existence of a completed contract at the time of the 1987 Agreement's execution. This, however, would be inconsistent with the clearly articulated contracting process, which involves first an Agreement for Purchase, followed by a Supplement. Second, it would serve to import a price term into an agreement which expressly disclaims such a term, and which expressly references a second document -- the Supplement -- as the source of that price term. This being the case, it is apparent that Medlantic seeks to introduce evidence of IBM's representations, not for the purpose of explaining the 1987 Agreement, but for the purpose of contradicting the terms and operation of that document. Such a purpose is prohibited by the parole evidence rule.
The thrust of this case has involved Medlantic's efforts to evade the import of the integration clauses contained in the 1987 Agreement and the Supplement. The Court rejects each of these efforts, and finds that the integration clauses -- or, more accurately, the parole evidence rule which they embody -- preclude introduction of evidence relating to any prior representations or agreements as to price which IBM or Medlantic may have reached. Absent such evidence, the contract created by the 1987 Agreement and the Supplement stand alone, and clearly entitle IBM to summary judgment as a matter of law. The Court so holds. An Order consistent with the foregoing shall issue of even date herewith.
ORDER - March 16, 1989, Filed
For the reasons stated in the Opinion issued of even date herewith, it is, by the Court, this 16 day of March, 1989,
ORDERED, that the motion of the plaintiff for summary judgment in the above-captioned matter shall be GRANTED, and that of the defendant DENIED; and it is further
ORDERED, that the above-captioned matter shall be removed from the dockets of this Court.