![]() ![]() "A number of well-established exceptions to the parol evidence rule have been recognized, however, by Michigan courts. As we said in Goodwin, Inc v Orson E Coe Pontiac, Inc, supra: Extrinsic evidence of prior or contemporaneous agreements or negotiations is admissible as it bears on this threshold question of whether the written instrument is such an "integrated" agreement. This analysis overlooks the prerequisite to the application of the parol evidence rule: there must be a finding that the parties intended the written instrument to be a complete expression of their agreement as to the matters covered. The court went on to discuss Goodwin, Inc v Orson E Coe Pontiac, Inc, 392 Mich 195 220 NW2d 664 (1974), and Union Oil Co of California v Newton, 397 Mich 486 245 NW2d 11 (1976), and concluded that the test for applying the parol evidence rule is whether the extrinsic evidence seeks to contradict the terms of the written instrument. 3 Corbin on Contracts, § 573." 85 Mich App 198. "When two parties have made a contract and have expressed it in writing to which they have both assented as the complete and accurate integration of that contract, evidence, whether parol or otherwise, of antecedent understandings and negotiations will not be admitted for the purpose of varying or contradicting the *410 writing. The Court of Appeals stated as the applicable legal principle that: Meridian conceded the execution of the assignment and guarantee, and there is no dispute that, in form, they are unconditional and unambiguous and do not refer to their part in any security transaction. Thereafter, the Court of Appeals affirmed in a per curiam opinion. ![]() We vacated that decision and remanded to the Court of Appeals for plenary consideration. The trial court granted the motion and the Court of Appeals initially granted NAG's motion to affirm. NAG claimed that the parol evidence rule prohibited Meridian from seeking to vary the terms of the guarantee. NAG moved for summary judgment, arguing that as to its claim Meridian had failed to state a valid defense, and as to the counterclaim Meridian had failed to state a claim on which relief could be granted. However, Meridian filed an answer and a counterclaim in which it maintained that the assignment of the note and giving of the written guarantee were not unconditional but were part of a more complicated *409 security agreement and that NAG had been reimbursed for the advances that the assignment and guarantee were meant to secure. Plaintiff NAG Enterprises, Inc., brought this action against defendants All State Industries, Inc., and Meridian Industries, Inc., seeking a judgment against All State on a promissory note between it as payor and Meridian as payee, and against Meridian on the written guarantee of payment it gave when it assigned the note to NAG.Ī default judgment was entered against All State for failure to answer the complaint. The trial court and the Court of Appeals held that the parol evidence rule precluded the use of extrinsic evidence and concluded that the plaintiff was entitled to summary judgment. ![]() The issue raised by this case is whether evidence extrinsic to a written document, unambiguous on its face, may be used to establish that the document did not represent the entire agreement of the parties. Michael Kratchman) for defendant Meridian Industries, Inc. Hardig, Goetz, Heath & Baumhart (Bushnell, Gage, Reizen & Byington, of counsel) for plaintiff.Įvans & Luptak (by D. ![]()
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