## Facts

- Atlantic City Professional Baseball Club, Inc. (the club) owned the Atlantic City Surf, a New Jersey minor-league baseball team.
- Mario F. Perrucci, the Surf’s general manager, sought to purchase the team and looked for a financial partner.
- William Rodman became involved and sought to obtain a majority ownership interest in the Surf in exchange for providing most of the funding.
- A proposed sale to William was not completed after William became concerned his prior fraud conviction would prevent him from obtaining approvals needed to operate the team.
- Instead, William’s son, Jeffrey Rodman, and Perrucci entered into a written contract with the club giving them the right to manage the Surf’s operations and requiring them to satisfy specified financial obligations.
- The written management contract contained an integration clause stating it reflected the entire agreement of the contracting parties and could not be supplemented, explained, or contradicted by other evidence.
- William did not sign the written contract and was not a party to it.
- The club claimed William orally promised that he would assume responsibility for Jeffrey’s financial obligations under the management contract.
- Perrucci claimed William also orally promised (1) to guarantee Jeffrey’s obligations and (2) to share in or support Perrucci’s obligations under the contract.
- Evidence at trial indicated William participated in operating the team, sold Surf memorabilia through his own company at games while keeping the profits, and allegedly held himself out as an owner (including obtaining free tickets).
- Jeffrey and Perrucci failed to pay certain expenses required by the management contract.
- The club sued Jeffrey and Perrucci for breach of the written contract and sued William to enforce the alleged oral guarantee. Perrucci filed a crossclaim against William based on William’s alleged oral promises to him.
- William denied making a guarantee, asserting he only provided initial capital to Jeffrey and offered working capital, and that he acted to assist his son rather than for personal gain.
- Jeffrey did not participate in the trial.
- The jury found in favor of the club against Perrucci and William, and in favor of Perrucci on his crossclaim against William. The jury also found William made the oral promises and that William’s main purpose in making them was to further his own interests.
- William appealed from the final orders enforcing his oral agreements.

## Issues

1. Whether the parol-evidence rule and the integration clause in the written management contract barred proof and enforcement of William Rodman’s alleged oral promises when William was not a signatory to the written contract.
2. Whether New Jersey’s Statute of Frauds barred enforcement of William Rodman’s alleged oral guarantee of Jeffrey’s obligations, or whether the “main purpose/leading object” exception applied based on the jury’s finding that William acted primarily for his own benefit.

## Decision

- The Appellate Division affirmed the final orders enforcing William Rodman’s oral agreements.
- The court held the jury could consider evidence of William’s alleged oral promises notwithstanding the written contract’s integration clause because William was not a party to that integrated agreement and the claim against him rested on his separate oral undertakings.
- The court held the Statute of Frauds did not bar enforcement because the jury reasonably found William’s main purpose in making the promises was to further his own interests, bringing the promises within the main-purpose (leading-object) exception.
- The court declined to disturb the jury’s findings on reliance, the making of the promises, and William’s motivation, concluding the record supported the verdict.

## Legal Principles

- The parol-evidence rule and an integration clause generally limit extrinsic evidence offered to vary or add to the terms of an integrated written agreement as between the parties to that agreement.
- A nonsignatory’s separate oral promise may be proved and enforced when liability is based on that person’s independent undertaking rather than on altering the written agreement among the signatories.
- Under New Jersey’s Statute of Frauds, a promise to answer for the debt or default of another ordinarily must be in a signed writing to be enforceable.
- The “main purpose” (or “leading object”) exception permits enforcement of an oral promise that would otherwise be treated as a guaranty when the promisor’s primary object is to obtain a personal pecuniary or proprietary benefit, so the promise functions as an original obligation rather than a collateral one.
- Whether the promisor’s main purpose was self-interest is typically a fact question for the jury when supported by evidence of the promisor’s conduct, involvement in the enterprise, and expected economic gain.

## Conclusion

The Appellate Division affirmed judgments enforcing William Rodman’s alleged oral promises to cover Jeffrey Rodman’s and Perrucci’s obligations arising from the Surf management arrangement, holding that the integrated written contract did not bar proof of William’s separate oral undertakings as a nonsignatory and that the Statute of Frauds did not apply because the jury reasonably found William acted with the main purpose of advancing his own economic interests.


Atlantic City Professional Baseball Club v. Rodman, 2007 WL 2188191 (2007)