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Weiss v. Smulders

Connecticut Supreme Court
96 A.3d 1175 (2014)


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.)

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