In re Carter’s Claim (Pennsylvania, 1957)

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In re Carter’s Claim (Pennsylvania, 1957)
Court Pennsylvania Supreme Court
Citation 134 A.2d 908
Date decided October 7, 1957

Facts

  • Kardon agreed in writing to buy Shoettle for over $2,000,000 in 1954.
  • A portion of the purchase price was placed in escrow (3rd party account).

Procedural History

The 2 parties went to arbitration.

A Pennsylvania trial court put its stamp of approval on the arbitration where Kardon lost to Shoettle.

Issues

Can a provision in an integrated agreement that contains conditions (condition precedent) be interpreted as containing warranties if extrinsic evidence supports such an interpretation?

Arguments

Kardon argued that the company's valuation had decreased before closing of the sale deal.

Holding

No. A provision in an integrated agreement that contains conditions can't be interpreted as containing warranties.

Judgment

Affirmed

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