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Contracts Keyed to Dawson
End Line Investors, Ltd. v. Wells Fargo Bank, N.A.
Citation:
2018 WL 3231649.Facts
In the spring of 2013, the law firm of Jaffe & Asher (the Firm) began discussions with Wells Fargo to perform consumer debt collection work in New York and New Jersey. Wells Fargo had approximately 2,000 consumer debt collection accounts in New Jersey placed with other law firms, however, Wells Fargo represented that if the Firm opened a New Jersey office that met Wells Fargo’s audit standards it would place all of the New Jersey accounts with the Firm (Oral Agreement). In reliance on those representations, the Firm leased an office space in New Jersey and incurred various other expenses.
On May 23, 2013, the Firm signed Wells Fargo’s Legal Services Agreement (Written Agreement). The Written Agreement contained an integration clause that stated: “This Agreement embodies the entire understanding and agreement between the Parties… and supersedes any and all prior agreements, arrangements, and understandings, whether oral or written…” Wells Fargo began placing collection accounts with the Firm; however, Wells Fargo ultimately did not place all of its existing or future accounts with the Firm.
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