Mitchill v. Lath
Citation and Court
Mitchill v. Lath, 247 N.Y. 377 (N.Y. 1928)
Facts
The Mitchills purchased a farm from the Laths. Prior to signing the written purchase contract, the Laths orally promised to remove an icehouse on nearby land that the Mitchills found objectionable. The written contract did not mention the icehouse. The Laths failed to remove it, and the Mitchills sued to enforce the oral agreement.
Issue
Whether an oral promise made before or contemporaneously with a written contract—here, a promise to remove an icehouse—may be enforced despite the parol evidence rule.
Holding
The New York Court of Appeals held that the oral agreement could not be enforced because the written contract was integrated and the oral promise was not collateral enough to the written agreement to escape the parol evidence rule.
Rule / Doctrine
Under the parol evidence rule, an oral agreement made before or contemporaneously with a written integrated contract cannot vary or contradict the writing. A prior oral agreement may be enforced as a collateral contract only if: (1) it is collateral in form; (2) it does not contradict the written agreement; and (3) it concerns a subject that parties would not ordinarily be expected to include in the writing (the “natural omission” test). The icehouse promise failed the third prong.
Significance
The leading New York case articulating the collateral agreement exception to the parol evidence rule and establishing the natural omission test. Frequently contrasted with PG&E v. G.W. Thomas Drayage & Rigging Co., which takes a more liberal approach to parol evidence in California by allowing extrinsic evidence to explain ambiguous terms.