Question
Gordon Jeffrey executed a written agreement with Fordham Motorsports in which Fordham agreed to build a NASCAR racing car for Gordon according to plans and
Gordon Jeffrey executed a written agreement with Fordham Motorsports in which Fordham agreed to build a NASCAR racing car for Gordon according to plans and specifications to be developed by Fordham and incorporated into the written contract. The contract stated that Fordham was to receive $175,000 upon delivery of the completed car, in racing condition, to Gordon. Prior to signing the contract, Gordon and Fordham orally agreed that the written contract would have no effect until and unless the plans and specifications for the racecar were approved by Penske Engineering, a leading engineering company. There was nothing in the written Gordon-Fordham agreement regarding Penske's involvement in the deal.
When Fordham sent the plans and specifications to Penske, Penske determined it would not be of racing quality and would be too slow to be competitive and refused to approve the design. Gordon then declared the contract unenforceable, but Fordham brought an action for breach against Gordon.
At trial, the judge ruled that the Gordon-Fordham contract was totally integrated. Will the evidence of the prior oral agreement regarding Penske's approval be admitted?
(A) No, because the parol evidence rule precludes admission of any evidence of a prior or contemporaneous oral agreement by the parties to supplement a totally integrated agreement.
(B)No, because the oral agreement contradicted the terms of the written contract.
(C) Yes, because Penske was not a party to the contract.
(D) Yes, because the oral agreement was a condition precedent to the parties' duties under the contract.
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