The opinion of the court was delivered by: NEAHER
Hawes Office Systems, Inc. (Hawes), a New York corporation, was formed in 1979 to market certain word processing and photo-typesetting equipment manufactured by Wang Laboratories, Inc. (Wang), a Massachusetts corporation. Plaintiff Hawes, asserting jurisdiction under 28 U.S.C. § 1332 and 15 U.S.C. § 15a, seeks damages based on Wang's alleged violation of the federal antitrust laws and breach of contract. The action is now before the Court on Wang's motion for partial summary judgment.
Summary judgment may be rendered only "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Rule 56(c), F.R.Civ.P. Pursuant to the 1963 amendments, Rule 56(e) provides that when a motion for summary judgment is supported by proper affidavits (or by the other materials referred to in Rule 56(c)), "an adverse party may not rest upon the mere allegations or denials of his pleadings, but his response, by affidavits or as otherwise provided in this rule, must set forth specific facts showing that there is a genuine issue for trial."
In determining whether to grant a motion for summary judgment, the court "cannot try issues of fact; it can only determine whether there are issues to be tried." American Mfrs. Mut. Ins. Co. v. American Broadcasting-Paramount Theatres, Inc., 388 F.2d 272, 279 (2d Cir. 1967), on remand, 446 F.2d 1131 (2d Cir. 1971), cert. denied, 404 U.S. 1063, 92 S. Ct. 737, 30 L. Ed. 2d 752 (1972), quoted in SEC v. Research Automation Corp., 585 F.2d 31, at 33 (2d Cir. 1978). It must accept as true factual statements in the opposing party's affidavits, draw all permissible inferences in that party's favor, Hill v. A-T-O, Inc., 535 F.2d 1349 (2d Cir. 1976), and resolve any doubts in favor of the latter, American Mfrs. Mut. Ins. Co. v. American Broadcasting-Paramount Theatres, Inc., supra.
With the foregoing principles in mind, the Court is of opinion that partial summary judgment is appropriate. The factual disputes raised by Hawes' opposing papers are immaterial to disposition of the legal questions at hand; hence, there is no genuine need for trial.
In January 1979 Hawes entered into an agreement (1979 Agreement)
with Wang to sell certain of the latter's word processing equipment in Long Island and New York City, excluding Manhattan. A year later the parties entered into a second agreement (1980 Agreement),
in which Hawes contracted to sell certain other equipment manufactured by Wang to publishing and typography industries in Manhattan and Long Island. Both agreements established an initial term of one year, renewable for an additional year upon written notice by both parties. In addition, both agreements established Wang's right to terminate under certain circumstances, including Hawes' non-performance of its obligations. However, only the 1979 Agreement included an addendum that "Wang can not terminate for non-performance if quota is met." Addendum to 1979 Agreement § 2. The meaning of the latter provision became the crux of the present dispute when Wang failed to notify Hawes in January 1981 that it wished to renew, even though Hawes had met the sales quota established for 1980 ($ 300,000).
Wang seeks dismissal of the complaint insofar as it claims that Hawes "has a perpetual right to represent Wang and market its products." Defendant's Notice of Motion § (i). In fact, plaintiff never alleged such a right,
but the substance of Wang's motion is clear: the Court must determine whether the conditions for renewal of the agreements were satisfied, or whether the agreements expired according to their terms, cutting off plaintiff's contractual rights in January 1981.
At the outset, plaintiff admits that the 1980 Agreement expired on January 1, 1981, but offers evidence that the parties intended § 2 of the addendum to the 1979 Agreement to prevent expiration of the latter as long as Hawes met the sales quota each year. Countering, defendant claims that plaintiff's proffered extrinsic evidence cannot be used to determine the meaning of § 2 because the contract is internally consistent and unambiguous on its face. Put simply, the question before the Court is whether plaintiff may tender evidence outside the written terms of the agreement that the parties intended the restriction on termination to apply equally to expiration. For if so, and if such evidence is sufficient to raise a genuine issue of material fact, then summary judgment is impermissible. But if not, interpretation of the disputed provision becomes a question of law, rendering trial on that issue unwarranted.
Whether the agreement is integrated is the initial issue, because "(w)hen a jural act is embodied in a single memorial, all other utterances of the parties on that topic are legally immaterial for the purpose of determining what are the terms of their act." 9 Wigmore on Evidence § 2425, at 76 (3d ed. 1940); see also, 3 Corbin on Contracts § 573 at 357 (1960). Since § 10 of the 1979 Agreement states, "This document represents the total Agreement of the parties, except for the Addendum attached," a presumption of integration arises. For under Massachusetts law,
"a writing shows on its face that it includes the whole agreement of the parties and comprises all that is necessary to constitute a contract, it is presumed that they have placed the terms of their bargain in this form to prevent misunderstanding and dispute, intending it to be a complete and final statement of the whole transaction. And all their stipulations relating to its subject matter are to be found within the written instrument.
"The rule forbidding the introduction of parol testimony to vary or contradict a written agreement is not merely one of evidence, though commonly, perhaps, so spoken of, but one of substantive law, and rests upon the doctrine that when parties have deliberately put their agreements in the form of a written contract they shall not be allowed to show that the agreement was something else.' Mears v. Smith, 199 Mass. 319, (322), 85 N.E. 165 (166)."
Glackin v. Bennett, 226 Mass. 316, 319-20, 115 N.E. 490, 491 (1917), quoted in Poskus v. Braemoor Nursing Home, Inc., 6 Mass.App. 896, 377 N.E.2d 705, 706 (1978). Because plaintiff has offered no evidence to rebut the presumption, but only asserts the parties intended a different meaning than the one normally associated with the word "terminate," the writing is an integration of the agreement.
Where the terms of an integrated contract are plain and clear, "previous and contemporaneous oral agreements and written memoranda cannot be used to contradict or modify those terms." Poskus v. Braemoor Nursing Home, Inc., supra, 377 N.E.2d at 706. Rather, the terms must be construed in their ordinary and usual sense. Geehan v. Trawler Arlington, Inc., 547 F.2d 132 (1st Cir. 1976); Sav-Mor Supermarkets, Inc. v. Skelly Detective Service, Inc., 359 Mass. 221, 268 N.E.2d 666 (1971). Further, "interpretation of an integrated agreement is a matter of law," and "is directed to the meaning of the terms of the writing in the light of the circumstances, not to ...