Gianni v. R. Russell & Co.

Facts

Gianni had rented a room in a Pittsburgh office building and ran a store there, selling tobacco, fruit, candy and soft drinks. R. Russell & Co., Inc. then acquired the whole property, and its agent negotiated with Gianni for a new lease of the room. The parties reached an agreement to lease, and a written lease for three years followed. The lease limited Gianni to selling fruit, candy, soda water and similar goods. It said he could not sell tobacco in any form, on penalty of instant forfeiture of the lease. The writing was prepared after the parties had discussed the rental and agreed to lease. Gianni signed it after it was left with him and after two people, one of them his daughter, read it over to him. Gianni claimed that during the talks the agent also agreed he would have the exclusive right to sell soft drinks in the building, in return for his promise not to sell tobacco, a higher rent and his entering the agreement as a whole. The written lease did not mention that right. Soon after the lease was signed, the company leased the adjoining room to a drug company without limiting its sale of soda water and soft drinks. Gianni said those sales greatly reduced his receipts and profits. The company's agent denied that any such agreement was made.

Issues

1. Where a written lease is complete on its face, can the tenant prove an oral promise of exclusive soft-drink rights and recover damages for its breach, when he alleges no fraud, accident or mistake?
2. How does a court decide whether an alleged oral agreement falls within the field covered by a written contract, and did Gianni's claimed promise fall within the field of the lease?

Holding

The written lease was the parties' complete contract, and it covered the field of the claimed oral promise of exclusive soft-drink rights. Gianni disclaimed fraud, accident and mistake, so evidence of the oral promise was inadmissible under the parol evidence rule, and his judgment could not stand.