Weiss v. Smulders
Connecticut Supreme Court
96 A.3d 1175 (2014)
- Written by Sean Carroll, JD
Facts
Randall Weiss (plaintiff) and Michael Smulders (defendant) signed a distribution agreement under which Weiss’s company was the exclusive distributor of granola produced by Smulders’s company. The distribution agreement referenced in the recital provisions a potential merger that the parties had discussed. The agreement stated, however, that any such merger would need to be reduced to writing in a separate document. The agreement also contained a merger clause stating that the agreement included all terms agreed to “with reference to the subject matter hereof.” After the execution of the agreement, Smulders orally promised Weiss that he would agree to the merger. Weiss wound down his olive oil business to focus on the granola business and spent significant time and money on the granola business in preparation for the merger. Subsequently, Smulders informed Weiss that he no longer wanted to go through with the merger. Weiss brought suit based on the doctrine of promissory estoppel. Smulders argued that the distribution agreement was fully integrated and that the parol evidence rule prohibited the court from considering Smulders’s oral representations about the merger. The trial court found in favor of Weiss on the promissory estoppel claim. Smulders appealed.
Rule of Law
Issue
Holding and Reasoning (McDonald, J.)
What to do next…
Here's why 806,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 46,300 briefs, keyed to 988 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.
