FACTS: An example of the parol evidence rule playing out in an employment settin
ID: 2570129 • Letter: F
Question
FACTS: An example of the parol evidence rule playing out in an employment setting was where a head coach contract became part of a legal dispute between West Virginia University and its former football coach, Rich Rodriguez. Rodriguez accepted a job at the University of Michigan four months after signing a two-year extension to coach at WV University. WV University sued Rodriguez at this point to recover $4 million under the buyout provision in its contract with the coach if he left before the end of the two years. In his answer to WV University's complaint, Rodriguez alleges that an oral promise was made to him in advance of signing the extension that the buyout clause would not be enforced if he left before the end of the two-year extension. QUESTIONS: Is the two-year extension required to be in writing under the statute of frauds? (explain) Do you think Rodriguez can use WV’s prior oral promise that the buyout clause would not be enforced as a defense to paying the 4 million? (explain) What if WV University had made the oral promise at the time of the contract signing? (explain) What if WV University had included the promise in an email sent prior to and not included in the final contract? (explain) What if WV University had included the promise in an email sent after the final contract was signed? (explain)
Explanation / Answer
Answer to 1
Under the West Virginia Statue of Actions, Suits and Arbitration; Judicial Sale;
and under Article 1: Statue of Frauds;
It reproduced as under:
“§55-1-1. “When writing required.”
No action shall be brought in any of the following cases:
(a) To charge any person upon or by reason of a representation or assurance concerning the character, conduct, credit, ability, trade, or dealings of another, to the intent or purpose that such other may obtain thereby credit, money, or goods; or
(b) To charge any person upon a promise made, after full age, to pay a debt contracted during infancy; or upon a ratification after full age, of a promise or simple contract made during infancy; or
(c) To charge a personal representative upon a promise to answer any debt or damages out of his own estate; or
(d) To charge any person upon a promise to answer for the debt, default, or misdoings of another; or
(e) Upon any agreement made upon consideration of marriage; or
(f) Upon any agreement that is not to be performed within a year; or
(g) Upon any offer, agreement, representation, assurance, understanding, commitment, or contract of a bank, savings and loan association, or credit union, to extend credit or to make a loan in excess of fifty thousand dollars, primarily for non-agricultural, business or commercial purposes, not including charge or credit card accounts, personal lines of credit, overdrafts, or any other consumer account: Provided, That this subsection shall not apply to any offer, agreement, representation, assurance, understanding, commitment or contract with a bank, savings and loan association or credit union in which a transaction has been completed as evidenced by a fund transfer;
Unless the offer, promise, contract, agreement, representation, assurance, or ratification, or some memorandum or note thereof, be in writing and signed by the party to be charged thereby or his agent. But the consideration need not be set forth or expressed in the writing; and it may be proved (where a consideration is necessary) by other evidence.”
Therefore, Two year extension is required to be in writing.
Answer to 2
Oral promises can only be enforced if there is satisfactory proof of their existence. In Rodriguez’s case, he has to provide sufficient witnesses to prove that WV made such promise to him and terms of any such promise were clearly explained at the time of promise. Therefore, Rodriguez can use WV’s prior oral promise that the buyout clause would not be enforced as he acted on good faith based on the past promise of WV, as a defence to paying the 4 million.
Answer to 3
Even if the WV University had made the oral promise at the time of signing the contract, there would still be a requirement to provide the suitable witnesses to support that claim and that Rodriguez acted on good faith based on the promise of WV, to escape from buyout clause.
Answer to 4
Promise in an email sent prior to signing the contract would be enforceable. Email message are accepted as legally enforceable written contracts. In a decided case in the New York Appellate Division, in the matter of Forcelli v. Gelco, held that the terms stated in the email messages are legally enforceable.
(https://www.forbes.com/sites/oliverherzfeld/2013/12/09/are-your-emails-enforceable-contracts/#3dfdcbd4f8a8)
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