## Facts

- Stephany Lopez bought a used 1994 Ford Explorer from Ramon Reynoso, doing business as Triple R Auto Sales, under a written retail installment sales contract.
- Before the sale, Lopez was told the asking price was $8,500; Reynoso later claimed he agreed to sell the vehicle for $8,000 if Lopez paid $2,000 down.
- The written installment sales contract stated a $6,500 vehicle price and a $500 down payment and contained a merger (integration) clause stating the writing was the complete and exclusive statement of the agreement.
- Reynoso asserted Lopez asked that the paperwork reflect the lower price and smaller down payment even though she was paying $2,000 down; according to testimony, Lopez wanted the documents drafted this way so her boyfriend (who supplied much of the cash) would not be connected to the transaction or title.
- Lopez did pay $2,000 on or about the time of the sale; Reynoso treated it as the down payment under the oral deal and relied on receipts reflecting two payments totaling $2,000 (including a $200 payment dated the day after the sale).
- Lopez made monthly payments under the installment schedule but was often late and missed the December 2001 payment.
- In January 2002, Lopez tendered a $250 payment; Reynoso refused it, stating she was two payments behind.
- Lopez claimed the $2,000 payment was made after the written contract and should have been applied to the written $6,500 price, which (combined with the January payment) would have satisfied the contract; Reynoso disputed that accounting.
- After additional payment disputes, Reynoso repossessed the vehicle in March 2002.
- Lopez sued (including contract-based claims arising from the repossession) and moved in limine to exclude parol evidence of Reynoso’s claimed oral agreement about the “real” price and down payment; the trial court admitted the evidence and entered judgment for Reynoso. Lopez appealed.

## Issues

1. Whether a trial court may admit extrinsic (parol) evidence to determine whether a written sales contract containing a merger clause was intended as the final and complete expression of the parties’ agreement.
2. Whether the trial court applied an incorrect standard of proof when resolving the factual dispute over the parties’ true agreement (including whether “clear, cogent, and convincing” evidence was required rather than a preponderance of the evidence).

## Decision

- The Washington Court of Appeals affirmed the judgment for Reynoso.
- The trial court properly considered extrinsic evidence, even in the presence of a merger clause, for the limited purpose of deciding whether the writing was in fact the final expression of the parties’ agreement.
- The merger clause was evidence of integration but not conclusive; the court could consider surrounding circumstances and testimony about how and why the contract was drafted.
- The trial court used the correct standard of proof (preponderance of the evidence) to decide the integration and contract-terms dispute.
- Substantial evidence supported the trial court’s findings that the parties’ actual agreement was an $8,000 sale price with a $2,000 down payment and that Lopez was in default when Reynoso refused payments and later repossessed.

## Legal Principles

- Under Washington’s contextual approach to contracts, extrinsic evidence may be admitted to determine the parties’ intent and to interpret contract terms, but it may not be used to add to, modify, or contradict the terms of a contract once the court determines the writing is fully integrated.
- A court may examine extrinsic evidence to decide the threshold question of integration—whether the writing was intended as the final and complete expression of the parties’ agreement.
- A merger (integration) clause strongly supports a finding of integration, but it does not automatically bar a court from considering evidence bearing on whether the writing was actually intended to be complete.
- Absent claims that require a heightened burden (such as reformation for mutual mistake or fraud), factual disputes about integration and contract terms in a civil case are decided by a preponderance of the evidence.
- On appeal from a bench trial, findings of fact supported by substantial evidence—especially those resting on credibility determinations—are not reweighed and will be upheld.

## Conclusion

The court held that, despite a merger clause, the trial court could admit and rely on extrinsic evidence to determine whether the installment sales contract was the parties’ final agreement, and it affirmed the judgment for the dealer because the record supported findings that the true deal was an $8,000 price with a $2,000 down payment and that Lopez remained in arrears when the vehicle was repossessed.


Lopez v. Reynoso, 118 P.3d 398 (2005)