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Lee v. Joseph E. Seagram & Sons, Inc.

United States Court of Appeals for the Second Circuit
552 F.2d 447 (1977)


Facts

Harold Lee and his sons Lester and Eric (plaintiffs) owned a 50 percent interest in Capitol City Liquor Company (Capitol City), a wholesale liquor distributor which sold a significant amount of Seagram products. Harold’s brother and nephew owned the other 50 percent. The owners desired to sell the business and in May 1970, Harold approached Jack Yogman, an executive of Joseph E. Seagram & Sons, Inc. (Seagram) (defendant) to discuss a sale. Harold had known Yogman for 13 years and had supported Seagram for 36 years prior to his ownership of Capitol City. Harold offered to sell Capitol City to Seagram on the condition that Seagram would relocate Harold and his sons in a new distributorship. Approximately one month later, the owners of Capitol City met with John Barth, an assistant of Yogman, and began negotiations for the sale of Capitol City. A written agreement for the sale was finalized in September 1970. No new distributorship was secured for the Lees. They filed suit against Seagram in January 1972, alleging that Seagram had breached the oral agreement formed by Harold and Yogman. The trial judge denied Seagram’s motion for summary judgment, concluding that the parol evidence rule would not preclude evidence of the oral agreement because it was unclear whether the oral agreement was meant to be integrated into the written contract. The written contract contained no integration clause. At trial, Seagram did not present evidence regarding integration. The jury found in favor of the Lees, and the court denied Seagram’s post-trial motions. Seagram appealed.

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Holding and Reasoning (Gurfein, J.)

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