RONG RONG JIANG v. TAN

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Supreme Court, Appellate Division, First Department, New York.

RONG RONG JIANG, et al., Plaintiffs-Appellants, v. Michael TAN, et al., Defendants-Respondents.

Decided: October 21, 2004

SULLIVAN, J.P., WILLIAMS, LERNER, SWEENY, JJ. Law Offices of Raymond H. Wong, P.C., New York (Jennifer Huang of counsel), for appellants. Law Offices of Paul J. Giacomo, Jr., New York (Paul J. Giacomo, Jr. of counsel), for respondents.

Order, Supreme Court, New York County (Marylin G. Diamond, J.), entered March 26, 2004, which, to the extent appealed from, granted defendants' motion for summary judgment dismissing all but one cause of action and denied plaintiffs' cross motion to amend the complaint, unanimously affirmed, with costs.

 As to the breach of contract claim, the contract and bill of sale for the restaurant specifically called for a sales price of $150,000 that could not be changed orally.   The parol evidence rule bars admission of any prior or contemporaneous oral agreement that may vary or add to the terms of a fully integrated, written agreement (SAA-A v. Morgan Stanley Dean Witter & Co., 281 A.D.2d 201, 203, 721 N.Y.S.2d 640 [2001] ).   Such evidence may not be used to alter the purchase price as stated in the contract of sale.   Furthermore, plaintiffs' corporate tax return was conclusive evidence of the sales price and its payment (see Perfume & Cosmetics Palace v. CGU Ins. Co., 295 A.D.2d 215, 216, 744 N.Y.S.2d 19 [2002] ).

 The fraud claim was properly dismissed inasmuch as a contract action cannot be converted into one for fraud by merely alleging that the contracting party did not intend to satisfy a contractual obligation.   New York permits an action for fraud in the inducement, but plaintiffs have failed to provide such proof, or reasonably justifiable reliance upon any alleged representations by defendants (see Comtomark v. Satellite Communications Network, 116 A.D.2d 499, 500-501, 497 N.Y.S.2d 371 [1986] ).

The belated motion to amend the complaint was properly denied in light of plaintiffs' failure to offer any proof of the merit of the three additional claims.

We have considered plaintiffs' remaining arguments and find them without merit.