## Facts

- Jason Price advertised a van for sale, representing it as a “1994 Ford E-350.”
- John Barker verbally agreed to purchase the van from Price.
- Barker and Price signed a short written agreement requiring Barker to pay a deposit and requiring Price to deliver the van’s title.
- The written agreement did not include an integration clause.
- The written agreement described the vehicle as a Ford E-350 but did not state the van’s model year.
- Barker paid the agreed deposit.
- Price later delivered a certificate of title for the van stating that the vehicle was a “1993 Ford E-350.”
- Barker refused to accept the title because it did not match the model year stated in Price’s advertisement.
- Price refused to return Barker’s deposit.
- Barker sued Price for breach of contract seeking return of the deposit.
- The trial court granted summary judgment for Price, reasoning that the model year was not a material term because it was not included in the written agreement.
- Barker appealed.

## Issues

1. Whether summary judgment was proper when the written deposit agreement omitted the van’s model year, but extrinsic evidence (including the advertisement and negotiations) could support a finding that the model year was a material term of the parties’ agreement.

## Decision

- The Indiana Court of Appeals reversed the trial court’s grant of summary judgment for Price and remanded for further proceedings.
- The court held that the absence of the model year from the short written agreement did not, by itself, establish that the year was immaterial as a matter of law.
- The court concluded that evidence outside the writing could be considered to determine whether the parties agreed on the model year as part of their bargain and whether the title tender conformed to that bargain, creating a fact question not suitable for summary judgment.

## Legal Principles

- Summary judgment is appropriate only when there is no genuine dispute of material fact and the movant is entitled to judgment as a matter of law; if the evidence permits more than one reasonable inference on a material point, summary judgment should be denied.
- Contract interpretation is generally a question of law, but when the parties’ intent regarding an alleged term depends on disputed evidence or competing reasonable inferences, the issue is for the fact-finder.
- A writing that lacks an integration clause and does not clearly reflect the complete agreement may permit consideration of extrinsic evidence to determine whether additional terms were part of the parties’ agreement.
- The parol-evidence rule does not bar extrinsic evidence offered to show the full scope of an agreement when the writing is not shown to be a complete and final expression of the parties’ deal or when the existence of a term is genuinely disputed.

## Conclusion

The Court of Appeals held that the trial court erred by treating the omission of the model year from the deposit agreement as dispositive. Because the record allowed competing inferences about whether the parties agreed to a 1994 model year and whether Price’s tender of a title listing a 1993 vehicle matched the parties’ contract, the case presented a genuine dispute of material fact requiring remand for fact-finding.


Barker v. Price, 48 N.E.3d 367 (2015)