The Newhope Corp. v. Yamaha Electronics Corp.
The Newhope Corporation (Newhope) was an independent sales representative for Yamaha Electronics Corporation USA (Yamaha). Newhopes principals formed a partnership called The Experience At, LLC. (TEA), and opened an electronics sales showroom selling Yamaha and its competitors consumer electronic products. A large Yamaha customer then refused to place further orders for Yamaha products through Newhope because by opening TEA, Newhope had become a competitor. Yamaha subsequently terminated Newhope as its sales representative pursuant to a provision in the written sales representative agreement allowing termination of the agreement at will with or without cause on 90 days advance notice. Newhope and TEA sued Yamaha for promissory fraud and promissory estoppel. They contended that prior to executing the written contract, Newhope had asked for and received oral assurances from Yamaha that if Newhope opened TEA, Yamaha would not invoke a noncompetition clause in the contract (which prohibited Newhope from selling Yamahas competitors products without Yamahas written permission), and Yamaha would not terminate Newhope as its sales representative for any reason having to do with its opening TEA. The trial court granted summary judgment/adjudication motions and motions in limine concluding the parol evidence rule precluded Yamaha and TEA from introducing evidence of Yamahas alleged oral promises that contradicted the written agreement. Newhope and TEA appeal primarily contending the trial court misapplied the parol evidence rule. Court find no error and affirm the judgment.
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