Segal Agreement

D.C.Code 28:2-202 (2001).   In other words, “if the contracting parties have reduced their entire agreement to the letter, the court will not consider and treat past oral negotiations and agreements as legally unusable evidence.”  Stamenich v. Markovic, 462 A.2d 452, 455 (D.C.1983) (quote from Giotis v. Lampkin, 145 A.2d 779, 781 (D.C.1958)).  We agree with Segal that its claim is not prescribed by the law of fraud because, in this case, the contract complies with the status in three different ways.   First, the invoices presented in evidence before the court are writings that are sufficiently memorized in the terms of the agreement.   See D.C.Code 28:2-201 (1).   Second, UDS, the party applying for the matter, acknowledged that there was an agreement to sell goods and therefore .C.Code nr. 28:2-201 (3) (b).  Finally, Segal received, accepted and paid for the disputed goods, which also makes the contract with the fraud law according to code D.C.Code No. 28:2-201 (3) (c).  The agreement at issue in this case is therefore in accordance with the fraud law and constitutes an enforceable contract.

Prices in sales invoices were clearly stated and, with the exception of the last invoice, all were paid by Segal.   They must therefore “not be contradicted by evidence of prior agreement or simultaneous oral agreement.”  D.C.Code 28:2-202.   For this reason, the court did not prevent Segal from submitting the jury to evidence of his assertion that the UDS violated an earlier oral agreement to sell the goods at a different price from the price which was subsequently charged and ultimately paid.5 In addition, the court duly recognized the verdict as having force of thing having a judgment. Segal has not been able to do so. to substantiate his assertion with legitimate evidence.   Therefore, we cannot conclude that the agreement was fully integrated in this case, as the invoices are not a “full and exclusive statement of the terms of the contract.”  Ocerol, supra, 545 A.2d to 641.   The invoice in the data set contains terms such as quantity, price and description of the merchandise, but omits other necessary conditions, such as the manner or date of delivery.   However, the invoice is very clear, on the terms it contains and appropriately represents “the agreement of the parties on the issues mentioned in it.”  Id. We therefore conclude that the agreement between Segal and the UDS was partially integrated, as the invoice proves, and that the parties are therefore bound by the terms of the agreement. The commercial relationship between Segal and the UDS began in June 2000, when two UDS salespeople met with a Segal representative to discuss a possible trade agreement.

  Following this meeting, a preliminary agreement was reached between the parties for UDS to sell goods to Segals branches in Northern Virginia.   The parties do not dispute that they have agreed on a price for the goods, but the details of this agreement form the basis of this controversy.   Segal argues that it agreed to purchase UDS goods at a selling price of two cents lower at the best competitive price.   Although the UDS acknowledges this agreement, it argues that the price applies only to the first delivery of goods and did not extend over the duration of the distribution relationship. In court, UDS provided evidence that Segal had not made a payment at the time of the final delivery of the goods, which Segal did not refute.   Instead, Segal provided evidence that the parties had agreed on a fixed selling price at their first meeting and that the UDS had departed from that agreement by over-overscuttled it during the two years in which the parties had done business.   Segal claimed damages in the amount it paid in excess of the agreed price.   The jury ruled in favour of the UDS and awarded the amount owed for the final shipment of goods, plus legal fees and interest.