Torres v. D'Alesso

In Torres v. D'Alesso (80 AD3d 46, 47-48, 910 NYS2d 1 [1st Dept 2010]), the Court explained: "When both parties to a real estate sales contract have executed and delivered to the other party a completely integrated written contract containing the specific language that any prior oral agreements or representations are merged into the writing, and that 'neither party rel[ies] upon any statement made by anyone else that is not set forth in this contract,' such a contract may not be avoided by a claim of a prior orally-agreed-upon condition precedent to the effectiveness of the contract. The rule that the parties to a written contract may orally agree to a condition precedent to the effectiveness of the contract, so that a party must be permitted to prove by parol evidence a claim that the contract never became effective because the condition precedent never occurred (see Hicks v. Bush, 10 NY2d 488, 491, 180 NE2d 425, 225 NYS2d 34 [1962]), is not applicable under circumstances such as those presented here. Even if the rule were applicable here, the purported condition would be unenforceable because it contradicts terms of the writing. And, the words used to create the condition lack the 'clear language showing that the parties intended to make it a condition' (Unigard Sec. Ins. Co. v. North Riv. Ins. Co., 79 NY2d 576, 581, 594 NE2d 571, 584 NYS2d 290 [1992]) that is necessary to validly create a condition precedent to the effectiveness of the contract."