Unpublished Disposition, 896 F.2d 555 (9th Cir. 1985)

MEMORANDUM^* 

Integrated Resources, Inc. ("Integrated") appeals partial summary judgment for M Corporation ("M Corp.") holding Integrated liable to M Corp. for breach of contract. Further, Integrated appeals the judgment after trial for M Corp. awarding M Corp. contract damages. We affirm.

A. Integration of the June 18, 1985 Contract

On June 18, 1985, M Corp.'s principal, Eli Morgan, wrote to Integrated's principal, Arthur Goldberg, noting resolution of the parties' dispute and Integrated's obligation to pay M Corp. a percentage of "overrides." Goldberg indicated his approval of Morgan's letter by returning it to Morgan with the statement, "This letter is correct." Integrated contends that this June 1985 writing does not comprise all the terms of the parties' agreement. Integrated seeks to supplement the June 1985 writing with parol evidence of M Corp.'s "obligations." We reject Integrated's contention.

The Oregon parol evidence rule, Or.Rev.Stat. 41.740, precludes Integrated's proffered evidence unless the parties' agreement was not final or complete. We hold that the June 1985 writing in this case was both final and complete. To hold that the June 1985 writing was not final and complete as Integrated contends, we must decide that M Corp.'s alleged obligations to Integrated were "such an agreement as might naturally be made as a separate agreement by parties situated as were parties to the written contract." Hatley v. Stafford, 284 Or. 523, ----, 588 P.2d 603, 608 (1978) (en banc) (quoting De Vore v. Weyerhaeuser Co., 265 Or. 388, 400-01, 508 P.2d 220, 225-26 (1973), cert. denied, 415 U.S. 913 (1974) (emphasis in the original). We conclude, however, that these parties, Morgan and Goldberg, would naturally include their complete and final agreement in the June 1985 writing. The brevity of the June 1985 writing naturally indicates the parties' usual gracious and informal dealings with one another. Moreover, it would have been unnatural for such sophisticated business people to have left M Corp.'s alleged obligations to Integrated to an agreement separate from the June 1985 writing. Because we hold the June 1985 writing is the parties' complete and final agreement, we affirm the district court's refusal to consider extrinsic evidence of M Corp.'s alleged obligations to Integrated.

Integrated claims that the June 1985 writing is ambiguous, thus permitting consideration of parol evidence of M Corp.'s obligations to Integrated. We hold, however, that the June 1985 writing is not ambiguous. See Port of Portland v. Water Quality Ins. Syndicate, 796 F.2d 1188, 1194 (9th Cir. 1986) (applying Oregon contract law to determine ambiguity). The writing plainly describes Integrated's obligation to pay M Corp. a percentage of the "overrides" and contains no other terms to resolve the parties' dispute. Integrated admittedly refused M Corp. payment. We therefore affirm the district court's grant of partial summary judgment to M Corp. in M Corp.'s breach of contract claim.

Integrated contends that the summary of the "Combined File" evidencing M Corp.'s contract damages was inadmissible under Federal Rule of Evidence 803(6). We disagree.

First, we note that the computer records from which M Corp. generated the "Combined File" were admissible as business records under Rule 803(6) because those records were "(1) made or based on information transmitted by a person with knowledge at or near the time of the transaction; (2) made in the ordinary course of business; and (3) trustworthy...." United States v. Catabran, 836 F.2d 453, 457 (9th Cir. 1988). Second, the "Combined File" was also admissible as a "summary" under Federal Rule of Evidence 1006 because the underlying records were admissible under Rule 803(6). See Paddack v. Dave Christenson, Inc., 745 F.2d 1254, 1259 (1984).

Given that the "Combined File" was itself admissible, Integrated challenges only the district court's decision to consider a summary of the "Combined File," (i.e., a summary of a summary) under Rule 1006. We note that the district court evaluated Integrated's attack on the foundation for the "Combined File" under Federal Rule of Evidence 901. We hold that the district court did not abuse its discretion in finding the "Combined File" and its summary sufficiently accurate to be admissible. See Catabran, 836 F.2d at 456 ("We review evidentiary questions for an abuse of discretion.") Nor did the district court abuse its discretion in deciding to consider a summary of the "Combined File" rather than the "Combined File" itself. This litigation presented the district court with complex evidence, and we find no reversible error in its method of management.

The district court used the summary of the "Combined File," of course, but it based its judgment for M Corp. on all the evidence presented, including Integrated's. We note that damages "need not be proven to a mathematical certainty." Garvin v. Greenbank, 856 F.2d 1392, 1401 (9th Cir. 1988). In this case, the district court conscientiously assured it had sufficient evidence before it to "arrive at an intelligent estimate without speculation and conjecture" of M Corp.'s damages. Id. We therefore affirm the district court's judgment for M Corp.

AFFIRMED.