DAVID TENNISWOOD V SATURN ELECTRONICS & ENGINEERIN
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STATE OF MICHIGAN
COURT OF APPEALS
DAVID TENNISWOOD,
UNPUBLISHED
December 28, 1999
Plaintiff-Appellant,
v
No. 211282
Oakland Circuit Court
LC No. 97-000377 CK
SATURN ELECTRONICS & ENGINEERING,
INC,
Defendant-Appellee.
Before: Saad, P.J., and McDonald and Gage, JJ.
PER CURIAM.
Plaintiff appeals by right the order granting defendant’s motion for summary disposition pursuant
to MCR 2.116(C)(10). We affirm. This appeal is being decided without oral argument pursuant to
MCR 7.214(E).
On March 21, 1995, plaintiff signed a written employment agreement with defendant. Plaintiff
maintains that after this agreement was signed, he reached an oral contract with defendant through a
representative. Plaintiff maintains that this oral agreement provided that in exchange for his consent to a
merger, plaintiff was to be paid one years’ salary if he refrained from competing with defendant for one
year after the end of his employment.
Plaintiff voluntarily terminated his employment on December 31, 1995, and refrained from
competing with defendant. In a letter dated February 12, 1996, plaintiff sought payment of one years’
salary under the terms of his employment contract. Plaintiff then filed this action.
The trial court granted defendant’s motion for summary disposition, finding that plaintiff’s claim
was precluded by the written employment agreement. Plaintiff asserts that the oral contract was
independent of the written agreement, and the parties waived a provision that precluded oral
modifications. We disagree.
Under ordinary contract principles, if contractual language is clear, construction of the contract
is a question of law for the court. Meagher v Wayne State University, 222 Mich App 700, 721; 565
-1
NW2d 401 (1997). Parol evidence is not admissible to vary a contract that is clear and unambiguous.
Id, 722. If the contract fairly admits of but one interpretation, it is not ambiguous. Id.
Here, the contract contains unambiguous provisions stating that the agreement sets forth the
entire understanding on the subject matter of the parties, and that the agreement may not be modified,
waived or discharged unless that action is agreed to in a writing signed by the executive and majority of
the board of defendant.
The subject matter of the oral agreement was already incorporated in the written contract. The
contract included provisions regarding non-competition and for compensation in the event of plaintiff’s
termination. Both the written contract and the alleged contract were entered into as part of a merger
process. If the oral agreement preceded the written contract, its terms are superseded by the written
contract. Scholz v Montgomery Ward & Co, 437 Mich 83, 90; 468 NW2d 845 (1991). If the oral
agreement was reached after the written contract, it is unenforceable under the provision precluding oral
modification. G P Enterprises v Jackson National Life Ins Co, 202 Mich App 557; 509 NW2d 780
(1994). In response to defendant’s motion, plaintiff presented no evidence that could establish a waiver
of the no oral modification provision, and the trial court properly granted summary disposition to
defendant under MCR 2.116(C)(10). Id.
Affirmed.
/s/ Henry William Saad
/s/ Gary R. McDonald
/s/ Hilda R. Gage
-2
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