Uaw-Gm Human Resource Center v. Ksl Recreation Corporation

579 N.W.2d 411 (1998)

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Nature of the Case

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Facts

P and Carol entered into a contract for a convention scheduled in October 1994. The 'letter of agreement' included a merger clause that stated that such agreement constituted 'a merger of all proposals, negotiations, and representations with reference to the subject matter and provisions.' There was no provision for Carol employees to be union-represented. P contends that is signed the letter agreement in reliance on an 'independent, collateral promise to provide P with a union-represented hotel.' P's agent, and Barbara Roush, Carol's agent, confirmed that they discussed the requirement that the hotel employees be union-represented and that Roush agreed to this requirement. The hotel was sold to D, who replaced the union employees with a nonunionized workforce. P learned that the hotel no longer had union employees and canceled the contract and demanded a refund of its down payment. D refused, and P filed suit for return of the down payment and asserted claims of breach of contract, conversion of the deposit, and fraud. D filed a counterclaim and moved for summary disposition and enforcement of the liquidated damages clause. The trial court granted P's motion for summary disposition regarding the breach of contract, conversion, and fraud counts. D appealed. D contends that parol evidence of a separate agreement providing that the hotel would have union employees at the time of the convention was inadmissible because the letter of agreement included an express merger clause.