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Schinkel v. Maxi-Holding, Inc.

Massachusetts Appeals Court
565 N.E.2d 1219 (1991)


Facts

In 1986, Schinkel (plaintiff) signed two contracts with Maxi-Holding, Inc. (defendant). Under the first, Maxi gave Schinkel the option to purchase shares of Maxi. Under the second, Schinkel agreed to provide certain management services to Maxi. Schinkel did not invoke his purchase option in 1986. In 1987, the parties signed two similar contracts, with the first giving Schinkel the option to buy shares of Maxi for $70,000. Prior to signing the second set of contracts, the parties agreed that since Schinkel’s 1986 compensation had not been determined at that time, he could offset the $70,000 cost of the shares with the 1986 compensation when it was determined. In July 1987, Schinkel’s 1986 compensation was initially determined to be $50,000. Schinkel invoked his stock option and paid Maxi $20,000 to cover the difference between his compensation and the agreed-upon cost of the shares. Maxi accepted the check. Schinkel’s compensation was later determined to be $55,000, and thus Maxi refunded Schinkel $5,000. Maxi, however, refused to tender the shares to Schinkel. Schinkel sued for breach of contract. The trial court dismissed the complaint based on the parol evidence rule, finding that Schinkel could not rely on the parties’ oral agreement prior to the execution of the second set of contracts. Schinkel appealed.

Rule of Law

Issue

Holding and Reasoning (Armstrong, J.)

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