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oral agreement with Venco to purchase the equipment in question,
by accepting an “assignment” of the Venco purchase agreement.
Petitioners argue that this oral agreement was memorialized in
the bill of sale from Venco to petitioner dated September 10,
1988.
Petitioners’ attempted reliance on parol evidence to
contradict the terms of unambiguous written contracts is
unavailing, as contrary to applicable State law. See Miner v.
Commissioner, T.C. Memo. 1999-358; Colafrancesco v. Crown
Pontiac-GMC, Inc., 485 So. 2d 1131, 1133 (Ala. 1986) (“It is
fundamental that the parol evidence rule prohibits the
contradiction of a written agreement by evidence of a prior oral
agreement.”) (quoting Shepherd Realty Co., Inc. v. Winn-Dixie
Montgomery, Inc., 418 So. 2d 871, 874 (Ala. 1982)).
Moreover, apart from petitioner’s own self-serving
testimony, the parol evidence adduced does not credibly support
petitioners’ contentions. Ed Zielinski testified on behalf of
petitioners. Zielinski’s testimony, exhibiting uncertain
remembrance of dates, establishes at most that in 1987 he and
petitioner may have engaged in discussions and negotiations that
culminated in the September 1988 transfer of equipment from
Venco to petitioner. Zielinski testified that “probably around
June or something” of 1988, he entered into oral agreements to
sell the manufacturing equipment to petitioner. Accordingly,
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