## Facts

- Frank Gianni operated a small shop in an office building, selling items including candy and soft drinks.
- After R. Russell & Co., Inc. acquired the building, the parties executed a new written lease.
- The lease restricted use of the premises to selling “fruit, candy, soda water, etc.” and expressly prohibited selling tobacco.
- Gianni claimed the landlord’s agent orally promised him the exclusive right to sell soft drinks in the building in exchange for Gianni’s agreement to stop selling tobacco.
- The written lease contained no exclusivity clause.
- The landlord later leased an adjoining space to a drug company without restricting its sale of soft drinks; the drug store competed with Gianni’s beverage sales.
- Gianni sued for damages, alleging breach of the oral exclusivity agreement.

## Issues

1. Whether parol evidence was admissible to prove an alleged oral exclusivity agreement when the written lease addressed the permitted uses of the premises but contained no exclusivity provision.
2. Whether the lease was an integrated agreement on the subject of what the tenant could sell, such that prior negotiations and collateral oral terms were merged into the writing absent fraud, accident, or mistake.

## Decision

- The Supreme Court of Pennsylvania reversed the trial court’s judgment for Gianni and entered judgment for the landlord.
- The court held the lease was intended as the complete expression of the parties’ agreement concerning the tenant’s business use of the premises.
- Because the alleged exclusivity term concerned the same subject matter as the lease’s use restrictions, parol evidence of the oral promise was inadmissible.
- Gianni neither alleged nor proved fraud, accident, or mistake to justify varying the writing; his claim therefore failed.

## Legal Principles

- When parties deliberately reduce their agreement to writing, and absent fraud, accident, or mistake, the writing is the sole evidence of their agreement; prior negotiations and oral agreements are merged into and superseded by the writing.
- Parol evidence cannot add to or subtract from a complete written contract on matters within its scope.
- An alleged oral term is treated as within the scope of a writing when it relates to the same subject matter and is so connected that it would naturally be included in the written contract.
- In determining integration on a particular subject, a key indicator is whether the writing mentions, covers, or deals with that subject; if it does, the writing is presumed to state the entire agreement on that element.
- Parol evidence to vary an integrated writing requires allegations and proof of fraud, accident, or mistake of a quality that would support reformation.

## Conclusion

The court enforced the written lease as an integrated agreement governing the tenant’s permitted business activities and barred proof of an alleged oral promise of exclusive soft drink rights, entering judgment for the landlord because the tenant’s claim depended entirely on an inadmissible collateral term.


Gianni v. R. Russell & Co., 281 Pa. 320, 126 A. 791 (Pa. 1924)