Insurance Co. of the West v. General Reinsurance Corp.

*642 MEMORANDUM **

Insurance Company of the West (“ICW”) appeals an adverse summary judgment in favor of General Reinsurance Corporation in this diversity jurisdiction suit regarding the scope a release agreement. We have jurisdiction under 28 U.S.C. § 1291 , and affirm.

We agree with the district court that the release language is unambiguous. The contract also contains a merger clause. The district court thus properly refused to consider extrinsic evidence of intent, especially as between these two sophisticated commercial parties. See Tallmadge Bros., Inc. v. Iroquois Gas Transmission Sys., L.P., 252 Conn. 479 , 746 A.2d 1277, 1290-91 (2000). Likewise, it was not necessary to continue the summary judgment proceedings under Fed.R.Civ.P. 56(f) to allow for discovery of such evidence.

We also agree with the district court that the exception to the parol evidence rule for fraud or mistake does not apply here. If there was a mistake, it was unilateral and would work, at most, only to rescind the entire agreement. See, e.g., Gebbie v. Cadle Co., 49 Conn.App. 265 , 714 A.2d 678, 684 (1998). ICW’s complaint was for declaratory relief; it did not seek rescission. The argument for…