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Rinaldo v. Giuffrida

A-216-97T2 (N.J. Super. App. Div. 1998) (Unpublished)

CONTRACTS; ATTORNEYS—In the absence of an integration clause, parole evidence is admissible to show that an oral side agreement modifies a written attorney retainer agreement.

An attorney sued his matrimonial client for unpaid fees pursuant to an alleged written retainer agreement. The jury determined that the attorney had agreed to act as his client’s attorney with the understanding that he would look to her ex-husband for payment and not to the client herself. On appeal, the attorney argued that the parol evidence rule precluded the introduction of extrinsic evidence to alter or vary the terms of the writing. That rule, however, applies when a contract does not manifest the full and complete understanding of the parties and the document is not “integrated.” The retainer agreement here did not contain an “integration” clause. Consequently, when a party advances a realistic scenario which, if believed, would establish elements of an agreement not articulated in a written contract, a reasonable jury may consider the evidence supporting that scenario and resolve the factual dispute. Here, the Appellate Division believed that reasonable minds could differ on whether the retainer agreement was a fully integrated agreement representing the parties’ entire agreement and, if it was not, whether the attorney had made a side agreement which varied the express terms of the written agreement. Accordingly, the jury verdict against the attorney was permitted to stand.


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