Peach, Inc. v RJR Services, Inc.

Holding The Appellate Division modified the judgment to reflect the outstanding principal balance of $12,152, holding that the trial court erred in considering extrinsic evidence of an oral agreement to vary the terms of the integrated written instruments. The court applied the parol evidence rule, noting that the promissory note and business purchase agreement were clear, unambiguous, and contained a merger clause.

The court’s words

construing the note and the BPA as one agreement, they clearly and unambiguously express the parties' intent with respect to the purchase price

2026 NY Slip Op 05322, at the official text

the BPA contained a merger clause

2026 NY Slip Op 05322, at the official text

the Supreme Court should not have considered the plaintiff's evidence regarding an alleged prior oral agreement in determining the purchase price

2026 NY Slip Op 05322, at the official text

evidence of what may have been agreed orally between the parties prior to the execution of [an] integrated written instrument cannot be received to vary the terms of the writing

2026 NY Slip Op 05322, at the official text