For your enjoyment–(and by enjoyment I mean realization that you made a good choice not going to law school)–I will occassionally share food-related questions that pop up on my bar review. This one came last week at the PMBR and was the 35th question in the contracts section. I’m curious to see how non-legal-minds would answer this intuitively, so post your answers and your reasoning and I’ll come back atchya with the real answer tomorrow afternoon/night [and current lawyers or law students can’t play!]:
Toshi is the owner of Hama, a sushi restaurant in Venice. Toshi contracted in writing with Fishco, a fish distributor, to buy 50 pounds of touro (which is a yellow fin tuna). At the time the contract was signed, Toshi orally said to Fishco, “We do have an understanding that Kifune, our chef, must approve the quality of the fish before I will pay you.” Fishco acknowledged Toshi’s request and responded, “If you say so.”
Thereafter, Fishco delivered the yellow fin tuna to Toshi. After inspecting the fish, Kifune refused to give his approval because the touro was spotted instead of its customary shiny skin. As a result, Toshi refused to accept and pay for the fish.
35. Fishco brought a breach of contract action against Toshi because he refused to pay for the fish delivery. How should the court rule on Toshi’s offer to prove, over Fishco’s objection, that Kifune refused to approve the touro that was delivered?
(A) The evidence is admissible to show frustration of purpose.
(B) The evidence is admissible to show that the written agreement was subject to an oral condition precedent.
(C) The evidence is barred because the written contract appears to be a complete and total integration of the parties’ agreement.
(D) The evidence is barred because the oral agreement is within the statute of frauds.