Can the buyer get round our signed, integrated agreement by pleading the Consumer Sales Practices Act?
Not by contradicting the writing. The Supreme Court of Ohio held that, absent fraud, mistake, or other invalidating cause, a final written agreement may not be contradicted by evidence of a prior or contemporaneous oral agreement, and therefore a consumer may not use parol evidence to contradict the final written agreement to prove a violation of the Consumer Sales Practices Act (Williams v. Spitzer Autoworld Canton). The decision rests on the sale-of-goods parol evidence statute, R.C. 1302.05, as well as the common-law rule, and its holding is that the Attorney General's rule requiring a motor-vehicle dealer to integrate all prior representations into the written contract is unenforceable because it conflicts with a statute. Where the Act is violated, R.C. 1345.09 supplies the remedies, and the Eighth District's account in Kogan shows treble damages under R.C. 1345.09(B), non-economic damages under R.C. 1345.09(A) and attorney fees under R.C. 1345.09(F)(2) being decided as separate questions.
The trap
The holding is about contradiction, not about immunity. Williams turned on a purchase agreement that stated a trade-in allowance in bold print and carried a merger clause, and the consumer's case was that the dealer had promised a different number orally; the Court's own framing preserves 'fraud, mistake, or other invalidating cause'. It says nothing about a Consumer Sales Practices Act claim that does not contradict the writing, for example a claim about conduct outside the document, which is how the court in Kogan approached a contractor's failure to register. R.C. 1345.01(A)'s definition of a consumer transaction carries exclusions that decide whether the Act applies at all: since the Home Construction Service Suppliers Act was enacted, transactions involving a home construction service contract as defined in R.C. 4722.01 are excluded from the Consumer Sales Practices Act altogether (Worch Lumber). The full definition, and the rest of its exclusions, are not quoted in any authority listed here.
9 authorities
- case122 Ohio St.3d 546Williams v. Spitzer Autoworld Canton, L.L.C.Ohiodecided 2009read it at the source ↗
The words that state the rule
Absent fraud, mistake, or other invalidating cause, a final written agreement may not be contradicted by evidence of a prior or contemporaneous oral agreement, and therefore a consumer may not use parol evidence to contradict the final written agreement to prove a violation of the Consumer Sales Practices Act.
- case2026-Ohio-2323Kogan v. Weaver Const. and Roofing, L.L.C.Ohio Ct. App. 8th Dist.decided 2026
The words that state the rule
The trial court rejected appellees’ request for treble damages under R.C. 1345.09(B) and further rejected any claim for noneconomic damages under R.C. 1345.09(A).
- case2026-Ohio-2323Kogan v. Weaver Const. and Roofing, L.L.C.Ohio Ct. App. 8th Dist.decided 2026
The words that state the rule
The trial court found an award of attorney fees appropriate, as authorized by R.C. 1345.09(F)(2).
- case122 Ohio St.3d 546Williams v. Spitzer Autoworld Canton, L.L.C.Ohiodecided 2009read it at the source ↗
The words that state the rule
The purchase agreement specified that appellee would receive a trade-in allowance of $15,500 for his 2003 Ford Explorer and also contained a merger clause, providing that it comprised the entire agreement between the parties.
- case122 Ohio St.3d 546Williams v. Spitzer Autoworld Canton, L.L.C.Ohiodecided 2009read it at the source ↗
The words that state the rule
Although he admitted at trial that on the final written purchase agreement, the “trade allowance is about as bold of print there as anywhere on that form,”
- case122 Ohio St.3d 546Williams v. Spitzer Autoworld Canton, L.L.C.Ohiodecided 2009read it at the source ↗
The words that state the rule
This transaction also falls under the Uniform Commercial Code (“UCC”), which regulates the sale of goods. The UCC’s parol evidence rule provides, “Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement * * *.” R.C. 1302.05.
- case122 Ohio St.3d 546Williams v. Spitzer Autoworld Canton, L.L.C.Ohiodecided 2009read it at the source ↗
The words that state the rule
the attorney general has promulgated Ohio Adm.Code 109:4-3-16(B)(22), which makes it a violation of the CSPA for a “dealer * * * in connection with the advertisement or sale of a motor vehicle, to * * * [flail to integrate into any written sales contract, all material statements, representations or promises, oral or written, made prior to obtaining the consumer’s signature on the written contract with the dealer.”
- case122 Ohio St.3d 546Williams v. Spitzer Autoworld Canton, L.L.C.Ohiodecided 2009read it at the source ↗
The words that state the rule
Thus, the administrative rule promulgated by the attorney general is not enforceable because it is in conflict with a statute, and the parol evidence rule applies to claims alleging violations of the CSPA. Accordingly, we reverse the judgment of the court of appeals. Judgment reversed.
- case2026-Ohio-2006Worch Lumber, Inc. v. FetzerOhio Ct. App. 2d Dist.decided 2026
The words that state the rule
When the HCSSA was enacted, the legislature amended the CSPA to exclude “transactions involving a home construction service contract as defined in [R.C. 4722.01].” R.C. 1345.01(A). “As a result, transactions that may have met the definition of ‘consumer transaction’ were now exempted from the CSPA if they involved transactions involving a ‘home construction service contract.’”
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.