Roots Ready Made Garments Co., W.L.L. v. Gap, Inc.

MEMORANDUM

The district court did not err in ruling that the parol evidence rule, Cal. Code Civ. Proc. § 1856, barred Roots from presenting evidence of the terms of an alleged May 2003 oral contract between Roots and Gap that contradicted the terms of the 2003 written Gap-Gabana contract. Although Roots was not a party to the Gap-Gabana contract, California’s parol evidence rule applies to strangers to a contract who challenge that contract’s terms, see Kern Cnty. Water Agency v. Belridge Water Storage Dist., 18 Cal. App.4th 77, 86-87 , 22 Cal.Rptr.2d 354 (1993), and here the record establishes that Roots and Gap intended to document the terms of their deal by means of the written Gap-Gabana contract. The record does not support Roots’ claim that there is a genuine issue of material fact as to whether Gap intended to make a unilateral offer to Roots that Roots could accept by making a payment. See Davis v. Jacoby, 1 Cal.2d 370, 379 , 34 P.2d 1026 (1934). The testimony of Roots’ witnesses, when read in context, does not create a genuine issue of material fact as to the continuing existence of an oral contract separate from the Gap-Gabana contract. Nor does Abu Issa’s declaration…