Yocca v. Pittsburgh Steelers Sports, Inc.

Pennsylvania Supreme Court

2004

Chapter

16

Title

The Parol Evidence Rule

Page

586

Topic

Application of the Parole Evidence rule at Common Law

Quick Notes

The seats in the brochure did not match the actual contract. 

Book Name

Contracts Cases, Discussions, and Problems.  Blum Bushaw, Second Edition.  ISBN:  978-0-7355-7069-6.

Issue

o         Whether SBL brochure is barred by the parol evidence rule when a contract says it supersedes any previous representations or agreements?  Yes, it is barred.

Procedure

Trial

o         The trial court sustained the franchise's preliminary objections and dismissed the entire complaint

Appellant

o         The commonwealth court reversed dismissal

Supreme

o         Reversed the commonwealth court

Facts

Rules

Reason

o         Pl - Yocca

o         Df - Pittsburgh Steelers Sports

What happened?

o         The licensees received an SBL brochure and thereafter entered into an SBL agreement to buy season tickets at the franchise's new stadium.

o         However, the licensees' assigned seats allegedly varied from the diagram that they had been given with the SBL brochure.

o         The licensees filed a class action, alleging that the franchise breached its contract, as well as claims for fraud, negligent misrepresentation, and for declaratory relief.

Trial Court

o         The trial court sustained the franchise's preliminary objections and dismissed the entire complaint.

Appeal

o         On appeal, the commonwealth court reversed dismissal as to the breach of contract, UPTCPL violation, and declaratory relief claims, and further review was sought.

Supreme Court

o         The Supreme Court held that the parol evidence rule barred any consideration of the SBL brochure, as that document was similar to an option contract.

History

o         Initial SBL Brochure for new stadium seats what would give an individual the right to be considered for an assigned see.

o         Club I seats between 20 yard line.

o         Section D, E, F were the same section sizes.

o         August 1999 produced a new diagram that varied from the earlier diagram.  The Club I seats were between the 10 yard lines, and section D, E and F were not the same size.

o         Oct 1999 received the actual agreement

Entire Agreement; Modification. This Agreement contains the entire agreement of the parties with respect to the matters provided for herein and shall supersede any representations or agreements previously made or entered into by the parties hereto. No modification hereto shall be enforceable unless in writing, signed by both parties.

Parol Evidence Rule

o         Where the parties, without any fraud or mistake, have deliberately put their engagements in writing, the law declares the writing to be not only the best, but the only, evidence of their agreement. All preliminary negotiations, conversations and verbal agreements are merged in and superseded by the subsequent written contract . . . and unless fraud, accident or mistake be averred, the writing constitutes the agreement between the parties, and its terms and agreements cannot be added to nor subtracted from by parol evidence.

Integration Clause

o         An integration clause which states that a writing is meant to represent the parties' entire agreement is also a clear sign that the writing is meant to be just that and thereby expresses all of the parties' negotiations, conversations, and agreements made prior to its execution.

Exception to Parol Evidence Rule

1. Term was omitted.
2. Parties contract is ambiguous

Arg 1

o         Evidence of the SBL Brochure diagrams must be admitted to describe and define the seating section assignments referred to in the SBL Agreement.

Arg 2

The Licensee was assigned SBL seats was ambiguous because it simply stated the section and failed to describe where that section was located in the stadium.

Reasoning & Holding

o         By sending in their applications with the initial non-refundable payment, Appellees simply secured their right to be considered for assigned seats and the opportunity to receive a subsequent offer to purchase SBLs for those seats.

o         The SBL agreement contained a diagram of all the set locations and represented the parties entire contract with respect to the sale of SBLs and that the parol evidence rule bars the admission of any previous agreements.