## Facts

- An automobile dealer sold H. Keith Noble a new 1972 Buick Electra.
- The dealer prepared and both parties signed a written “Retail Buyer’s Order” listing the total cash price, down payment, used-car allowance, and a remaining balance payable of $2,150.
- The buyer’s order contained an express integration clause stating the front and back comprised the entire agreement and that no verbal understandings or promises would be recognized.
- Noble paid $46.40 before delivery, paid $2,150 by check on delivery, and transferred title to two trade-in vehicles.
- The dealer claimed Noble also orally agreed to deliver proceeds of an insurance check ($1,532.66) relating to one trade-in vehicle, as additional consideration not reflected in the buyer’s order.
- The parties disputed when the buyer’s order was signed, but the writing was treated as the contract between them.

## Issues

1. Whether parol evidence of an alleged oral promise to deliver $1,532.66 in insurance proceeds was admissible to add to the consideration stated in a signed, integrated buyer’s order.

## Decision

- The Mississippi Supreme Court held the buyer’s order was a complete written expression of the parties’ agreement, reinforced by the integration clause.
- The court held parol evidence of the alleged oral promise was inadmissible because it would add to the consideration set out in the integrated writing.
- The court reversed the judgments for the dealer and rendered judgment for Noble.

## Legal Principles

- When a written contract is complete and unambiguous on its face, parol evidence is not admissible to contradict, vary, alter, add to, or detract from its terms.
- An express integration clause stating the writing is the entire agreement strongly supports treating the writing as fully integrated.
- An alleged additional payment obligation constitutes an additional element of consideration and cannot be imposed through parol evidence when the written contract sets out the consideration and disclaims outside promises.
- The drafter of an integrated form contract bears the risk of omitting a term it seeks to enforce later.

## Conclusion

Because the signed buyer’s order stated the consideration and contained an express entire-agreement clause, the dealer could not use parol evidence to impose an additional obligation to deliver insurance proceeds; judgment was rendered for the buyer.


Noble v. Logan-Dees Chevrolet-Buick, Inc., 293 So. 2d 14 (Miss. 1974)