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Contracts Keyed to Knapp
Seidenberg v. Summit Bank
Facts
Summit (D) purchased brokerage firms from Seidenberg (P) and Raymond (collectively, “Seidenberg (P)”). As part of this transaction between these two parties, Seidenberg (P) maintained his position as an executive of the brokerage firms and was also to be in charge of the daily operations of any other employee benefits insurance business that might be part of Summit (D) in the future. The employment agreement which Summit (D) had with Seidenberg (P), acknowledged the parties’ joint obligation to work together, keeping in mind that the future performance of the brokerage firms and Seidenberg (P) compensation were tied to the firms growth and success and the line of business at Summit (D).Seidenberg (P) filed suit against Summit (D) after he had been relieved of his appointment, claiming inter alia, that Summit (D) had breached the implied covenant of good faith and fair dealing by failing to support and by even deliberately sabotaging the growth of the firms and business. Seidenberg (P) also alleged that the conduct of Summit (D) pointed to the fact that Summit (D) never had the intention of fulfilling its own side of the bargain and that from the inception of the contract, Summit (D) had not been committed to the development of the business with him, but wanted its own broker to run or grow the business after its acquisition. The trial court however granted Summit’s (D) motion for the dismissal of Seidenberg’s (P) claim on the ground that Seidenberg (P) was seeking to assert the existence (and obtain enforcement) of a verbal agreement allegedly formed beyond the scope of the written transaction agreements, in violation of the parol evidence rule and that the respective parties had equal bargaining power. The state’s intermediate court however granted review to this ruling.
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