Ward’s Equipment, Inc. v. New Holland North America, Inc.

Summary

The Court affirmed dismissal of a dealer’s complaint because the written dealer agreement, properly incorporated into the pleadings through a motion craving oyer, contradicted the dealer’s allegations of termination, exclusivity, assignment rights, delivery obligations, and franchise-fee payments. The Court also held that the complaint could not rely on the implied covenant to rewrite the agreement, failed to plead fraud with sufficient specificity, and could not proceed on promissory-estoppel or inapplicable franchise-law theories. The trial court likewise properly denied leave to amend because amendment would merely enable reargument of issues already decided.