Wilson Arlington Company Selden Ring Irving Axelrad v. Prudential Insurance Company of America

The answer to the question presented in this appeal is, yes, Virginia, there is a parol evidence rule.

I

In early 1984, Prudential put up for sale one of its hotel properties — the Arlington Hyatt Hotel located in Arlington, Virginia. Prudential circulated a limited number of informational brochures describing the property and offering it for $26.5 million. Selden Ring, a partner in Wilson Arlington, responded to one of the brochures with an offer to purchase, which he submitted to Prudential on August 15, 1984. The offer met Prudential’s asking price and provided that income and expenses from the hotel’s operations were to be prorated between Prudential and Wilson Arlington as of the date of the closing of escrow.

During the next four and a half months, the parties engaged in extensive negotiations on a number of deal points, including price, warranties and terms of escrow. On January 4, 1985, they signed a twenty-seven page “Sale Agreement” prepared by Prudential’s in-house counsel. The Sale Agreement provided for the transfer of all of Prudential’s interest in the hotel property to Wilson Arlington for $25.95 million. The parties also signed various other documents,…