Summary
finding a general merger clause is insufficient to exclude parol evidence, however a specific merger clause will prevail
Summary of this case from Musket Corp. v. Suncor Energy (U.S.A.) Mktg., Inc.Opinion
May 15, 1995
Appeal from the Supreme Court, Suffolk County (Underwood, J.).
Ordered that the order is affirmed, with one bill of costs to the respondents appearing separately and filing separate briefs.
While it is true that a general merger clause is ineffective to exclude parol evidence of fraud in the inducement, a specific disclaimer defeats any allegation that the contract was executed in reliance upon the representations to the contrary (see, Couch v Schmidt, 204 A.D.2d 951; Weiss v Shapolsky, 161 A.D.2d 707; Danann Realty Corp. v Harris, 5 N.Y.2d 317; see also, LaBarbera v Marino, 192 A.D.2d 697). In the matter at bar, the contract for the purchase of certain property, in addition to stating that all prior writings were merged therein, provided that no representations would survive the closing contract; that the purchasers had inspected the property and were entering into the contract based upon the purchasers' own investigation; and that the purchasers were taking the property as is, without any reliance upon, inter alia, any oral representations. Finally, the contract provided that acceptance of the deed was to be considered full performance of all obligations. These clauses are sufficiently specific to bar the allegations of the plaintiff purchasers that they were induced to enter into this agreement by oral misrepresentations about the status of the property immediately adjacent to the premises (see, Weiss v Shapolsky, supra).
We see no basis for imposing sanctions against the plaintiffs under 22 N.Y.CRR part 130. The remainder of the defendants' contentions need not be reached in light of this determination. Sullivan, J.P., Copertino, Goldstein and Florio, JJ., concur.