AND v. Alyeska

Alyeska Pipeline Service Co. ("Alyeska") was a joint venture owned by several oil companies.

Alyeska would transport oil from the northern to the southern parts of Alaska. It purchase a lot of construction supplies.

Alyeska asked AND for a letter of proposal for the surplus contruction supplies.

Alaska Northern Development, Inc. ("AND") (plaintiff) was a contracting company.

In 1976, AND contacted Alyeska to purchase Alyeska's surplus construction supplies.

On December 10th 1976, AND sent a letter of intent to Alyeska to purchase its entire Caterpillar parts. This letter omitted a purchase price.

Alyeska replied with its own letter of intent on December 11th 1976 without specifying a price.

In phone conversations, the 2 parties agreed to reimburse Alyeska for 65% of its price.

In March 1977, the owners committee of Alyeska rejected the proposed transaction of Caterpillar surplus parts.

AND sued Alyeska for breach of contract.

Alyeska won a summary judgment in the trial court.

May a court admit parol evidence that contradicts the written terms of an integrated contract?

AND argued that Alyeska's letter of intent on December 11th 1976 was an acceptance & the owners of Alyeska would review the contract--not that the owners of Alyeska would approve or reject the deal.

AND argued that they had extrinsic evidence indicating that the approval powers of the Alyeska owners committee was limited.

No. If a contract is integrated, the court may not admit parol evidence that contradicts or is inconsistent with the written terms.

affirmed the trial court