Corporations Law Dividends

Question: Business Law question?

Please help me with this business law contract question:
Thanks

Rafferty was the principal shareholder in Continental Corporation, and, as a result, he received the lion’s share of Continnental Corporation’s dividends. Continental Corporation was anxious to close an important deal for iron ore products to use in its business. A written contract was on the desk of Stage Corporation for sale of the iron ore to Continental Corporation. Stage Corporation, however, was cautious about signing the contract, and it did not sign until Rafferty called Stage Corporation on the telephone and stated that if Continental Corporation did not pay for the ore, he would pay. Business reversals struck Continental Corporation, and it failed. Stage Corporation sued Rafferty. What defense, if any has Rafferty?

Answer: I’m not positive, but it sounds like a parole evidence situation. Where there is a written contract, it is presumed that it is the entire contract, and outside evidence does not factor in. In order to bind Rafferty, there would have to have been written evidence of the agreement. Not positive.

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