Opinion
December 10, 1970
Appeal from the Monroe Special Term.
Present — Goldman, P.J., Del Vecchio, Marsh, Witmer and Moule, JJ.
Order unanimously modified on the law by granting defendants' motion dismissing plaintiff's third cause of action and as modified, order affirmed, without costs. Memorandum: Plaintiff in his third cause of action alleges that defendants breached certain oral promises made to him that his automobile dealership would be moved to a more desirable automobile sales location and that competing dealerships would not be established in the metropolitan Rochester area. On this appeal from a denial of a motion for summary judgment defendants assert that notwithstanding that issues of fact are raised as to whether these promises were actually made, plaintiff is foreclosed from proving them by operation of the parol evidence rule. The oral promises as alleged in the complaint were made prior to the written agreement between the parties. Where parties have reduced their agreement to writing, the parol evidence rule operates to exclude evidence of prior or contemporaneous agreements when offered to contradict, vary or subtract from the terms of the writing. ( Thomas v. Scutt, 127 N.Y. 133; Restatement, Contracts, § 237.) While it has been argued that the rule does not bar this action by reason of an ambiguity in the language of the agreement, i.e., the meaning of the word "nonexclusive" with respect to the establishment of competing dealerships, the word "nonexclusive" as used in the agreements should be given its plain meaning and any parol evidence on this point would only serve to defeat the expressed intent and language of the contract. Parol evidence of the alleged promise that the plaintiff's dealership would be relocated is also barred by the rule. The Direct Dealer Agreements between the parties and the letter attached thereto refer to a specific "sales locality" with no indication of any promise of relocation. As a matter of law the parol evidence rule bars plaintiff's allegations of oral promises in conflict with the written agreements.