Exception to parol evidence rule in case of integration clause

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UNPUBLISHED

Tri-Quality Enterprises, Inc. d/b/a Rhino Linings of Fort Wayne (“Rhino Linings”) appeals the trial court’s grant of summary judgment in favor of Total Systems Technology, Inc. (“TST”), and its shareholders, Charles Piscatelli and Dorothy Piscatelli, on Rhino Linings’ third-party claims of breach of contract, common law indemnity, and fraud, as well as the trial court’s denial of Rhino Linings’ motion for summary judgment on its breach of contract claim. On appeal, Rhino Linings raises five issues, which we consolidate and restate as whether the trial court properly granted TST summary judgment on Rhino Linings’ claims of breach of contract, common law indemnity, and fraud.

Conclusion (slip op. at 17): The trial court properly granted TST summary judgment on Rhino Linings’ breach of contract claim, but improperly granted TST summary judgment on Rhino Linings’ common law indemnity and fraud claims.

Key Analysis (slip op. at 17): Indiana law provides that although an integration clause generally results in application of the parol evidence rule, an exception exists where the parol evidence “is not being offered to vary the terms of the written contract, and to show that fraud, intentional misrepresentation, or mistake entered into the formation of a contract.” Thus, the parole evidence rule does not apply to prevent Rhino Linings from introducing extrinsic evidence on its fraud claim.

About Bose McKinney & Evans LLP

Bose McKinney & Evans LLP is a business law firm, headquartered in Indianapolis, Indiana, serving both publicly held and privately held businesses, governmental entities and high-growth industries. Our clients include Fortune 100 companies, international manufacturers, national and regional financial institutions, agribusinesses, sports teams, university-incubated start-ups, media, utilities, cities and schools, to name a few. We strive to build strong relationships with our clients as key business advisors, to exceed expectations in the quality of our work, to be knowledgeable about our clients’ businesses and sectors, to be responsive to service needs and to continually seek to improve the delivery of client services. Our ultimate focus is on our clients.
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