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Brandon M.
Brandon M., Counselor at Law
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Experience:  Attorney experienced in numerous areas of law.
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Does a verbal agreement supersede a written agreement if the

Resolved Question:

Does a verbal agreement supersede a written agreement if the terms of the verbal agreement are not met?
Submitted: 6 years ago.
Category: Legal
Expert:  Brandon M. replied 6 years ago.
Good evening:

Under the "parol evidence rule", which has been adopted by the state of Washington, an oral agreement may supersede a written agreement if the oral agreement was subsequent to the written agreement. If the oral agreement was concurrent to the written agreement, or if the oral agreement preceded the written agreement, the written agreement would supersede. Note that some agreements, such as transfer of title to real estate, can never be oral.

Let me know if further clarification is needed. I hope that this helps.
Customer: replied 6 years ago.
I run a small nonprofit animal rescue organization. A woman whose home was foreclosed signed an agreement relinquishing all rights to her three dogs to us. She then changed her mind and said she wanted us to keep the dogs for her until she could find a new home. We told her we didn't do that sort of thing, but gave her three days to think it through. When we didn't hear from her in three days, we told her we would have to charge a boarding fee. After a week she said she had found another place that would board the dogs cheaper than we would. We told her how much she owed us for the week. She came to get the dogs and refused to pay, claiming she had no money. She had no intention paying. Does an oral agreement supersede the written agreement when the conditions agreed upon are not met?
Expert:  Brandon M. replied 6 years ago.
As a point of interest, we keep rescue dogs (Tibetan Mastiffs). We usually have only have maybe one with us at a time, but we have had as many as four. But I digress.

The question is whether the agreement to let her think about it for three days obligates you to release the dogs when she comes back a week later. Where I am confused is what happened at the three-day mark; you told her after 3 days that you would have to charge a boarding fee... what exactly happened in that conversation? Did you promise to keep the animals longer if she would pay the boarding fee when you were through? Did you merely communicate that she was obligated for a boarding fee for those three days? What was her response to the boarding fee assertion?
Customer: replied 6 years ago.
Digress away! I'm not at all familiar with Tibetan Mastiffs.

At the three-day mark, she wouldn't talk to me. I spoke to her mother, who said she was looking for other options and would get back to me. The woman had said she couldn't afford to board the dogs at a boarding facility and wanted us to keep them for up to four months free of charge. I told her we would have to charge a boarding fee, but it would be a lot lower than a boarding facility and I agreed to keep the dogs a little longer while she tried to find a place that would take them for free. A few days after that, when she was ready to take back the dogs, she claimed I had never said anything about a fee up front. I explained that she had signed the relinquish agreement, for which there was no fee, but once it became clear that she had no intention of relinquishing the dogs, it became a boarding matter.
Expert:  Brandon M. replied 6 years ago.
Actually, you could charge a fee regardless of whether you mentioned a fee. Agreeing to the fee is a red herring in all of this. A quasi-contract is formed when a benefit is conferred upon someone, regardless of whether or not they ask for it. This is the same legal principle at work when the ambulance charges for their services---the person in need of medical care does not authorize payment, they may not have even asked for the service, but they still benefited and the law will uphold the reasonable value of that service.

Based on the information provided, you may charge the reasonable value of the boarding. The fact that you agreed to terminate the prior agreement and instead house the dog in exchange for a boarding fee would be enforceable--there was an offer, there was an acceptance, and there was legal consideration, which typically forms a legally enforceable contract. But even if there was no oral contract, you would still be permitted to collect the reasonable value of the services under a quasi-contract theory.
Customer: replied 6 years ago.
Well, here's the thing -- because I wouldn't let her leave the property with the dogs without having paid the fee, she called in the police. The police told me I had no standing to keep the dogs until she paid and then let her take them away. We will never see the money, and I think that, technically, we still had the right to keep the dogs, either until she came up with the money or we re-homed them. Now, if I had entered an agreement with someone to purchase a computer from me and the computer was put in the purchaser's vehicle and the purchaser then attempted to drive off without paying -- isn't the computer still mine?
Expert:  Brandon M. replied 6 years ago.
The police were right; one cannot hold another's property hostage until payment is made, and it technically constitutes extortion regardless of whether the payment is legally owed. Only if there was a good-faith dispute to ownership of the property could it be held, but that basically went out the window when money was demanded for housing the dogs.

The computer analogy is not a good one because (1) if payment was due at the time of delivery, the purchase would not be complete so title would not be changed and it would simply constitute embezzlement, and (2) even if payment was not due after the time of delivery, it would constitute criminal fraud to take the computer when there was no intention to ever pay for it. I am not saying that this woman did not defraud you, nor am I saying that you should not report what happened for investigation, but I would be concerned about putting much hope into a positive outcome because it sounds like there could easily not be enough evidence for a criminal prosecution (which requires proof beyond a reasonable doubt). Civilly though, your case sounds pretty rock solid.

Is it ideal? No--and I am not going to sugar coat that. Because the law may be on your side, but you can't get blood from a turnip.

And yes, Tibetan Mastiffs are at least the second greatest breed in the world (second only to whatever type of dogs you rescue, I am sure Laughing)
Brandon M. and other Legal Specialists are ready to help you
Customer: replied 6 years ago.
I guess that means the answer to my quesiton is yes -- an oral agreement can supersede a written agreement, even if the conditions of the oral agreement are not met.

We rescue all breeds. . .of dogs, cats, horses, donkeys, mules, goats, pigs, chickens, rabbits. . . I've had a Tibetan Terrier in my life, but not yet a Tibetan Mastiff. Something to look forward to!
Expert:  Brandon M. replied 6 years ago.
Bringing it back to the original question, you are correct.

They are big, beautiful, intelligent dogs. Look them up some time :)
Customer: replied 6 years ago.
Oh, I know what they are. . .just haven't had to good fortune to have one come into resue.