## Facts

- James C. Smith and Carolyn Smith jointly owned a 1981 Chevrolet Chevette titled in both names.
- James Smith went to Rosenthal Toyota, Inc. to look at trucks and stated he generally did not buy without his wife’s consent.
- A salesperson requested the Chevette’s certificate of title and allegedly told Smith it was “just a formality,” suggesting Smith could take the truck home for the weekend and return to “finalize the deal” only if Mrs. Smith approved; otherwise they would return to “square one.”
- Smith obtained the title from home, returned to the dealership, and signed several documents quickly without reading them.
- The signed documents included a retail installment contract for purchase of a truck (with a trade-in allowance and financing terms), a document assigning the Chevette’s title to the dealership, and an agreement containing an integration (merger) clause.
- Smith took the truck home; Mrs. Smith did not consent to the purchase and signed nothing.
- The Smiths attempted to return the truck and recover the Chevette, but the dealership refused, treating the transaction as a completed sale with a valid trade-in.

## Issues

1. Whether an integration clause and the parol evidence rule barred evidence of alleged oral misrepresentations supporting a fraud claim as a matter of law.
2. Whether summary judgment was proper on conversion where facts were disputed regarding consent to transfer title and the circumstances under which the dealership obtained and retained the trade-in vehicle.

## Decision

- The appellate court reversed summary judgment for the dealership and remanded.
- The court held that the integration clause did not, as a matter of law, preclude the Smiths from offering evidence of alleged misrepresentations to prove fraud.
- The court held that genuine disputes of material fact existed regarding what was represented, whether Smith reasonably relied, and whether the title transfer and retention of the Chevette were lawful, making summary judgment improper on both fraud and conversion.

## Legal Principles

- The parol evidence rule and an integration clause generally bar extrinsic evidence to vary an integrated written contract, but they do not bar evidence offered to prove fraud in the inducement or execution.
- A party cannot immunize alleged fraudulent conduct merely by using a standard integration clause to foreclose proof of prior oral misrepresentations.
- Summary judgment is improper when material facts are genuinely disputed, especially on matters of intent, misrepresentation, reliance, credibility, and voluntariness of a purported transfer of property.
- Where alleged fraud bears on the validity of a property transfer, the same factual disputes may also defeat summary judgment on a related conversion claim.

## Conclusion

The court held that alleged oral assurances about a “formality” and a conditional, weekend test drive could be considered to support fraud despite an integration clause, and that disputed facts about inducement, reliance, and the legitimacy of the title transfer required resolution by a factfinder rather than summary judgment.


Smith v. Rosenthal Toyota, Inc., 83 Md. App. 55, 573 A.2d 418 (Ct. Spec. App. 1990)