## Facts

- Sellers owned a farm they wished to sell and also had rights to remove an icehouse located across the road on another landowner’s property.
- The buyer inspected the farm and objected to the nearby icehouse.
- The sellers allegedly made an oral promise, as consideration for the buyer’s agreement to purchase the farm, to remove the icehouse in the spring after the sale.
- The parties executed a written contract for the farm’s sale price, with cash and a mortgage, containing customary provisions; the writing did not mention the icehouse.
- The buyer completed the purchase, took possession, and spent money improving the property for summer use.
- The sellers did not remove the icehouse and indicated they did not intend to do so.
- The trial court granted specific performance of the oral promise, and the intermediate appellate court affirmed.

## Issues

1. Whether an alleged oral promise by a land seller, made as an inducement to a written contract of sale, is enforceable or barred by the parol evidence rule.
2. Whether the icehouse-removal promise qualifies as a collateral agreement that may be proved consistently with the written land-sale contract.

## Decision

- The New York Court of Appeals reversed and dismissed the claim for specific performance.
- The court treated the written land-sale contract as a complete integration regarding the parties’ obligations connected to the transaction.
- The oral promise to remove the icehouse was excluded because it was closely connected to the sale and was the type of term that would naturally be included in the written agreement if intended to be binding.

## Legal Principles

- The parol evidence rule is a substantive rule limiting the terms of the parties’ contract to the integrated writing and barring proof of prior or contemporaneous oral terms that add to or vary that writing.
- An oral agreement may be proved alongside a writing only if:
  - it is collateral in form,
  - it does not contradict express or implied terms of the writing, and
  - it is the type of agreement the parties would not ordinarily be expected to include in the writing.
- When an alleged oral term is bound up with the same consideration and transaction as the writing and would naturally be included in the written contract, the writing is treated as complete on that subject and the oral term is excluded.

## Conclusion

The court held that the alleged oral promise to remove a nearby icehouse could not be enforced because it was not a separate collateral undertaking and, given its importance to the sale, would ordinarily have been included in the written land-sale contract; the parol evidence rule therefore barred specific performance.


Mitchill v. Lath, 247 N.Y. 377, 160 N.E. 646 (N.Y. 1928)