Atlantic City Professional Baseball Club v. Rodman

William Rodman (defendant) sought to purchase a majority interest in the Atlantic City Surf (Surf), a New Jersey minor-league baseball team. William changed his plan due to a concern that his fraud conviction would be an impediment. Instead, William’s son Jeffrey Rodman and Mario F. Perrucci (defendants) entered into a contract with the Atlantic City Professional Baseball Club (club) (plaintiff) to manage the Surf’s operations, pursuant to which Jeffrey and Perrucci would incur certain financial obligations. According to the club, William orally agreed to assume responsibility for Jeffrey’s share. Perrucci also contended that William orally guaranteed Jeffrey’s obligations and orally promised to help Perrucci. The contract—which William did not sign and was not a party to—contained an integration clause stating, among other things, that it reflected the parties’ entire agreement and could not be supplemented, explained, or contradicted by other evidence. William proceeded to help operate the team, to sell memorabilia through his own company at Surf games (keeping all the profits), and allegedly to hold himself out as the team’s owner (netting him free tickets). The club sued Jeffrey and Perrucci for breach of contract after they failed to pay certain expenses and sued William for breach of his alleged oral guarantee. Perrucci then filed a crossclaim against William based on William’s alleged oral promises to him. William denied making any guarantee, claiming he merely provided Jeffrey with initial capital and agreed to make available certain working capital. He further claimed he acted to help his son, not himself. At trial, the jury found for the club against Perrucci and William and for Perrucci on his crossclaim against William. Jeffrey did not participate in the trial. In doing so, the jury found William made the alleged oral promises and William’s principal purpose was to further his own interests rather than to help Jeffrey. William appealed, arguing, among other things, that the verdict against him violated (1) the parol-evidence rule and the contract’s integration clause and (2) New Jersey’s requirement that a guarantee be in writing.