UAW-GM HUMAN RESOURCE CENTER, Plaintiff-Appellee, v KSL RECREATION CORPORATION and KSL HOTEL CORPORATION, Defendants-Appellants., 228 Mich. App. 486

Summary

The organization contracted to use of hotel facilities for a convention. The facilities were sold to the hotel and recreation corporation, which replaced the workforce with non-union employees. The organization sued for breach of contract and fraud based on an independent promise that the hotel would have union employees for the convention. On appeal, the court reversed the summary disposition for the organization. The court declined to follow Van Pembrook, holding that a merger clause was conclusive and parol evidence was not admissible to show that an agreement was not integrated except in cases of fraud that invalidate the integration clause or where an agreement was incomplete on its face and parol evidence was necessary to fill the gaps. As to the fraud claim, the merger clause made it unreasonable for the organization to rely on any representations not in the contract. The trial court also erred in ruling invalid the liquidated damages provision because it was reasonable in ...