C C Clark, Inc v. DCV, Inc ( 2001 )

IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT
_____________________
No. 00-60005
_____________________
C.C. CLARK, INC.,
Plaintiff-Appellee,
v.
DCV, INC. and MARTY UELAND,
Defendants-Appellants.
_________________________________________________________________
Appeal from the United States District Court
for the Northern District of Mississippi
USDC No. 1:97-CV-387-D-A
_________________________________________________________________
February 12, 2001
Before REYNALDO G. GARZA, DAVIS and JONES, Circuit Judges.
PER CURIAM:*
Plaintiff C.C. Clark, Inc. (C.C. Clark) entered into a
license agreement with defendant DCV, Inc. (DCV) to use DCV’s
patented design in the manufacture of soft-drink pallets. Prior
to the execution of the final license agreement, DCV offered to
purchase 100,000 pallets from C.C. Clark per year for three years
*
Pursuant to 5TH CIR. R. 47.5, the court has determined that
this opinion should not be published and is not precedent except
under the limited circumstances set forth in 5TH CIR. R. 47.5.4.
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in a letter dated October 25, 1995 (October 25 letter). Six days
later, the parties executed the final license agreement (October
31 contract), which contained the following integration clause:
Miscellaneous. This Agreement is the complete agreement of
the parties and supersedes all previous understandings and
agreements relating to the subject matter hereof. Neither
this Agreement nor any of the terms hereof may be
terminated, amended, supplemented, waived or modified
orally, but only by an instrument in writing signed by the
party against whom enforcement of the termination amendment,
supplement, waiver or modifications is sought.
The October 31 contract did not contain, however, any reference
to a purchase agreement between C.C. Clark and DCV.
C.C. Clark discovered in April 1996 that DCV did not intend
to purchase any of the pallets from C.C. Clark. This lawsuit
resulted and the jury awarded C.C. Clark $900,000 in damages.
However, despite the offer made by DCV to purchase the pallets,
the jury verdict must be reversed. As a matter of law, the
integration clause in the October 31 contract nullified the offer
by DCV to purchase pallets from C.C. Clark.
This court reviews de novo a district court’s interpretation
of an unambiguous contract. Gulf States Ins. Co. v. Alamo
Carriage Service, 22 F.3d 88, 90 (5th Cir. 1994).
The integration clause in the October 31 contract explicitly
states that the agreement is “the complete agreement of the
parties and supersedes all previous understandings and agreement
relating to the subject matter hereof.” The October 31 contract
details the license agreement between DCV and C.C. Clark and
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includes discussion of marketing, manufacture, and sale of the
pallets, and therefore encompasses the same subject matter as
DCV’s earlier offer to purchase pallets from C.C. Clark. C.C.
Clark’s arguments that DCV’s October 25 offer to purchase induced
it to sign the license agreement and that C.C. Clark’s $250,000
check signaled an acceptance of the October 25 offer demonstrate
the close relationship between the October 25 letter and the
license agreement.
Therefore, under well-settled law, the earlier offer was
extinguished by the presence of the integration clause in the
succeeding license agreement. See Gulf Guar. Life Ins. Co. v.
Duett, 671 So. 2d 1305, 1308 (Miss. 1996)(“Our familiar rule of
contract interpretation is that a clear and unambiguous contract
will be enforced as written.”); Century 21 Deep South Properties,
Ltd. v. Keys, 652 So. 2d 707, 716 (Miss. 1995)(“Where the
intentions of the parties to an instrument appear clear and
unambiguous from the instrument itself, the court should look
solely to the instrument and give same effect as written.”);
Noble v. Logan-Dees Chevrolet-Buick, Inc., 293 So. 2d 14, 15
(Miss. 1974)(integration clause in contract foreclosed the
possibility of another agreement).
C.C. Clark argues that Mississippi law permits the October
25 letter to provide supplemental terms to the October 31
contract. However, while in some cases the law does permit a
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contract to be “supplemented . . . by evidence of consistent
additional terms” not found in the final agreement, evidence of
additional terms is not allowed when “the court finds the writing
to have been intended . . . as a complete and exclusive statement
of the terms of the agreement.” Miss. Code § 75-2-202. The
integration clause of the October 31 contract evinces such an
intent.
Accordingly, the judgment of the district court is REVERSED
and judgment is RENDERED for the Appellants, DCV and Marty
Ueland.
REVERSED and RENDERED.
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