## Facts

- Sound Techniques, Inc. leased second-floor commercial space from Barry D. Hoffman (trustee) to build and operate a professional recording studio.
- The first floor was occupied by a bar that was undergoing construction and expansion during Sound’s inspections of the premises.
- Sound’s president emphasized that the studio required quiet conditions and asked the landlord’s leasing agent’s employee about the bar’s expansion.
- Sound presented evidence that the employee assured Sound that the expansion was limited to dining with only background music and that the premises would meet Sound’s needs.
- Sound executed a written lease after review by counsel; the lease was conditioned on Sound completing an acoustical inspection by a specified date.
- The lease included a clear merger clause under which the tenant disclaimed reliance on warranties or representations not contained in the lease.
- After Sound built the studio, the bar’s expansion included an upgraded sound system and dance floor, producing substantial noise that disrupted recording and allegedly caused business losses.
- Sound sued for breach of contract, deceit (fraud), and negligent misrepresentation; the jury rejected breach of contract and deceit but awarded damages for negligent misrepresentation based on the pre-lease statements.
- The landlord objected that the pre-lease statements were inadmissible under the parol evidence rule and merger clause, but the trial court admitted the testimony.

## Issues

1. Whether the landlord sufficiently preserved for appellate review the objection that the agent’s pre-lease statements were inadmissible parol evidence.
2. Whether, in a commercial lease containing an unambiguous merger clause disclaiming reliance on extra-contractual representations, a tenant may recover for negligent misrepresentation based on pre-lease statements absent fraud or another invalidating cause.

## Decision

- The Appeals Court held the landlord preserved the parol-evidence objection for review.
- The court enforced the unambiguous merger clause and held it barred admission of extrinsic evidence of the asserted negligent representations.
- Because the negligent-misrepresentation verdict depended on barred extrinsic statements, the judgment for Sound was reversed.
- The court ordered entry of judgment for the landlord.

## Legal Principles

- In a commercial transaction, an unambiguous merger (integration) clause disclaiming reliance on representations not set forth in the written agreement is generally enforceable.
- The parol evidence rule may bar tort claims for negligent misrepresentation when the claim depends on extra-contractual statements that the plaintiff expressly disclaimed reliance upon in an integrated writing.
- Public policy that prevents contractual insulation from liability for fraud does not extend to negligent misrepresentation in the absence of deliberate wrongdoing, fraud, unconscionability, adhesion, or comparable invalidating cause.
- A negligent-misrepresentation theory cannot be used to contradict or effectively rewrite a fully integrated commercial contract where the parties agreed the writing contains the complete terms.

## Conclusion

The Massachusetts Appeals Court reversed a negligent-misrepresentation verdict for a commercial tenant, holding that a clear lease merger clause and the parol evidence rule barred reliance on pre-lease assurances about noise, where the jury found no fraud and no other basis to invalidate the parties’ integrated agreement.


Sound Techniques, Inc. v. Hoffman, 50 Mass. App. Ct. 425, 737 N.E.2d 920 (Mass. App. Ct. 2000)