Linear Corp. v. Standard Hardware Co.
| Decision Date | 06 December 1982 |
| Docket Number | No. AJ-132,AJ-132 |
| Citation | 423 So.2d 966 |
| Parties | 35 UCC Rep.Serv. 1141 LINEAR CORPORATION and S of L Electronics, Inc., Appellants, v. STANDARD HARDWARE COMPANY, Appellee. |
| Court | Florida District Court of Appeals |
William H. Clark of Clark, Partington, Hart, Hart & Johnson, Pensacola, for appellants.
Charles C. Sherrill of Sherrill, Moore & Hill, Pensacola, for appellee.
This is a case involving the applicability of the parol evidence rule to circumstances surrounding the execution of a written purchase order for electronic security devices. We affirm the final judgment of the trial court.
In January, 1980, a salesman for S of L Electronics, Inc., (S of L) called on Standard Hardware Company (Standard) in the course of business selling electronic security devices manufactured by Linear Corporation (Linear). After doing some preliminary investigation, Standard placed an order for twenty-two units, for a net price of $16,975.97. The written purchase order, which was signed on January 10, 1980, by William Weston, president of Standard, contained the following provisions:
Standard sued S of L and Linear for breach of contract alleging, among other things, that S of L and Linear had agreed, prior to and subsequent to execution of the written order, to repurchase the units at full wholesale purchase price upon request by Standard. Standard further alleged that it had, on numerous occasions, requested S of L and Linear to honor the repurchase arrangement, but they had refused to do so.
Weston testified at the proceedings held before the trial court. Over the objection of S of L and Linear, he was permitted to testify that it was clearly understood by the parties before the contract was signed, and a contemporaneous verbal agreement existed, that appellees would repurchase the devices on request from Standard for the full price, or authorize Standard to send the devices to other distributors. Weston also testified that subsequent to the execution of the written agreement appellees had agreed to send a salesman to pick up the equipment and reimburse Standard. Specifically, Weston said that when he initially contacted S of L/Linear and explained that the product was not moving, apparently in April, 1980, he was assured that a sales representative would be there within the next two weeks. Later the time was extended to two months and then six months, but because of these assurances Standard delayed in pursuing other remedies.
Three letters were introduced to substantiate Weston's testimony. All of these letters were from Standard to S of L and Linear. The first letter, dated April 8, 1980, referenced an April 4 telephone call and stated that Standard would be pleased if they could receive the full credit "of which you made mention." The second letter, dated July 16, 1980, referenced a conversation in which "you stated that S of L would give us credit when one of your factory representatives made it to our area." The third letter was dated August 1, 1980, and stated that Standard had received no reply to its July 16 letter. There were also handwritten notes on that letter apparently referencing telephone conversations concerning when a sales representative would arrive to pick up the equipment. In addition, Weston testified that in telephone conversations of August 18, 1980, September 1, 1980 and September 8, 1980, he was assured that a sales representative would come pick up the materials. None of the letters were answered by S of L or Linear and no written acknowledgement of them appears in the record.
The trial court entered a final judgment finding...
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