Earl E. Cloud, Jr. and Sheila S. Cloud - Page 10




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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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