Sound Techniques, Inc. v. Hoffman

737 N.E.2d 920 (2000)

Facts

P was looking to lease space for building a state-of-the-art recording studio. A vacant space on the second floor of a building owned by D looked attractive. The first floor was occupied by Boston Ramrod, a bar. P looked at the space several times. Noticing that Ramrod was doing expansion work, P asked about the extent of the planned expansion and D told P that he need not worry and that Ramrod was expanding its dining area in which only background music would be provided. D assured P that the space in question would accommodate P's needs. P was represented by counsel, and the lease was conditioned upon P successfully completing an acoustical inspection of the premises. Prior to the signing of the lease, no one from P had walked through Ramrod on a weekend night to determine the noise level. Although P's studio operates around the clock, seven days a week, the engineer did not visit the Ramrod late at night or during the weekend, did not measure the ambient sound level, and did not talk with anyone at Ramrod about the operation of its sound system. P moved in and discovered that Ramrod's expansion was a dance floor. There were times, P claimed when the whole building throbbed; sessions in its recording studio were disrupted, and P was losing business. P sued claiming breach of contract, deceit, and negligent misrepresentation. The jury found in favor of P on its claim for negligent misrepresentation. D appealed. The question on appeal is whether P's testimony was inadmissible by reason of the clause in the lease entitled 'Waiver by landlord; representations,' which, in pertinent part, reads: 'Tenant acknowledges that Tenant has not been influenced to enter into this transaction nor has Tenant relied upon any warranties or representations not set forth in this instrument'. At trial, P attempted to introduce evidence of D's statements concerning Ramrod's expansion plans. D objected on the basis of the lease's merger clause and the parol evidence rule.