## Facts

- Brown bought from Oliver a tract of land on which a hotel operated, along with possession of the hotel premises.
- The hotel contained furniture that Oliver owned as personal property.
- The parties signed a written contract prepared by a scrivener for the real estate transaction.
- The written contract was unambiguous, addressed only the land transaction, and made no reference to any personal property, including the hotel furniture.
- Testimony indicated the furniture was not mentioned to the scrivener as included in, or reserved from, the transaction.
- Brown received possession of the hotel and the furniture following the transaction.
- More than two years later, Oliver regained occupancy of the hotel through an assigned lease and removed the furniture at night after being told to vacate.
- Brown brought a replevin action seeking possession of the furniture, claiming it had been sold to him as part of the overall deal.
- The trial court admitted oral evidence that the furniture was included in the sale, and a jury found for Brown.
- Oliver appealed, arguing the written land contract was the exclusive memorial of the parties’ agreement and barred parol proof about the furniture.

## Issues

1. Whether the parol evidence rule bars oral proof that hotel furniture was sold as part of the parties’ transaction when the written real estate contract is silent regarding personal property.
2. Whether the writing was intended to be a complete integration of the entire bargain or only a final expression as to the land portion of the deal.

## Decision

- The Kansas Supreme Court affirmed the judgment for Brown.
- The court held that parol evidence was admissible to show the furniture was included in the sale because the written contract addressed only the land transaction and did not purport to cover the personal property.
- The court approved the trial court’s preliminary determination that the writing was limited in scope and its submission of the ownership question to the jury based on the admitted oral evidence.

## Legal Principles

- The parol evidence rule excludes extrinsic terms only as to matters the parties intended the writing to integrate; a writing may be final as to one subject yet incomplete as to others.
- A collateral oral agreement concerning a different subject matter may be proved by parol when it is not inconsistent with the written instrument and the writing does not purport to address that subject.
- Whether the parties intended the writing to be limited to a particular subject is a question of fact evaluated from conversations, conduct, and surrounding circumstances.
- The court determines, as a threshold matter using extrinsic evidence, what subject matter the writing covers; if the writing is only partial, supplemental oral terms may go to the factfinder.

## Conclusion

Because the real estate contract was confined to the land transaction and did not address the furniture, the court permitted oral evidence that the furniture was also sold as part of the overall bargain, leaving the jury’s finding of Brown’s ownership undisturbed and affirming judgment in his favor.


Brown v. Oliver, 123 Kan. 711, 256 P. 1008 (Kan. 1927)