Question 1
Determination of whether the furniture is part of the sale, in the first scenario, requires an application of the Parol Evidence Rule. This law is designed to support the validity of a written contract over any other evidence (Laws.com), as long as the written contract has not been tampered with or has not been made falsely. Based on this law, I would argue that the furniture is not part of the sale.
The Parol Evidence Rule clearly states that a prior agreement (or a written antecedent understanding) cannot be used to amend or contradict a later writing when the later writing has been formalized into a legally-binding contract. In this scenario, there is a final contract between the two parties, and the contract says nothing about the office furniture. Despite the prior negotiations and the evidence that the furniture was part of the sale, as shown by the emails, the contract says nothing about the furniture. It is the final contract that is valid and legally binding, not the prior negotiations, emails or any other evidence; even if the evidence specifically states that the furniture was part of the sale. Furthermore, the disclaimer clearly states that the final contract supercedes all prior promises relating to the sale. The furniture is therefore not part of the sale.
The evidence presented in this case cannot be used to alter the terms of the contract. It can only be used to make clarifications in the contract, but not adjustments.
Question 2
Determination of whether the furniture is part of the sale, in the second scenario, requires an application of the Restatement (Second) of Contracts. Despite the contract covering the sale of furniture, the furniture is not part of the sale because the contract fails to specify the price of the furniture. The “certainty of terms” (Restatement (2nd) § 33) states that, “Even though a manifestation of intention is intended to be understood as an offer, it cannot be accepted so as to form a contract unless the terms of the contract are reasonably certain” (Lexinter.net). The terms of sale of the furniture are not “reasonably certain.” Thus, it can only be considered as a manifestation of intention (or an offer), but cannot be accepted as a contract. For the contract to be legally binding, the two parties must agree on the price of the furniture. This must be specified in the contract. The furniture is therefore not part of the sale.
As discussed above, the furniture is not part of the sale unless the terms are specified. Therefore, the court cannot determine or enforce a price. In terms of the furniture, the contract is not legally binding, and there is no legal obligation compelling the seller to include the furniture in the transaction (the sale of warehouse does not include the furniture). In addition, the court does not need to determine the price of the furniture if the transaction has not yet occurred. The court can only determine a price if the furniture had been sold and cannot be returned in the same condition (value) as it was.
Works Cited
Laws.com. Parole Evidence Rule. Web. November 1, 2012. http://trial.laws.com/evidence/parole-evidence-rule
Lexinter.net. “Certainty and Choice of Terms.” The Restatement (Second) of Contracts. Web. November 1, 2012. http://www.lexinter.net/LOTWVers4/certainty.htm
