               IN THE UNITED STATES COURT OF APPEALS

                       FOR THE FIFTH CIRCUIT

                       _____________________

                            No. 00-60005
                       _____________________


                         C.C. CLARK, INC.,

                                         Plaintiff-Appellee,

                               v.

                   DCV, INC. and MARTY UELAND,


                                         Defendants-Appellants.

_________________________________________________________________

           Appeal from the United States District Court
             for the Northern District of Mississippi
                     USDC No. 1:97-CV-387-D-A
_________________________________________________________________
                         February 12, 2001

Before REYNALDO G. GARZA, DAVIS and JONES, Circuit Judges.

PER CURIAM:*

     Plaintiff C.C. Clark, Inc. (C.C. Clark) entered into a

license agreement with defendant DCV, Inc. (DCV) to use DCV’s

patented design in the manufacture of soft-drink pallets.    Prior

to the execution of the final license agreement, DCV offered to

purchase 100,000 pallets from C.C. Clark per year for three years


     *
      Pursuant to 5TH CIR. R. 47.5, the court has determined that
this opinion should not be published and is not precedent except
under the limited circumstances set forth in 5TH CIR. R. 47.5.4.


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in a letter dated October 25, 1995 (October 25 letter).   Six days

later, the parties executed the final license agreement (October

31 contract), which contained the following integration clause:

     Miscellaneous. This Agreement is the complete agreement of
     the parties and supersedes all previous understandings and
     agreements relating to the subject matter hereof. Neither
     this Agreement nor any of the terms hereof may be
     terminated, amended, supplemented, waived or modified
     orally, but only by an instrument in writing signed by the
     party against whom enforcement of the termination amendment,
     supplement, waiver or modifications is sought.

The October 31 contract did not contain, however, any reference

to a purchase agreement between C.C. Clark and DCV.

     C.C. Clark discovered in April 1996 that DCV did not intend

to purchase any of the pallets from C.C. Clark.   This lawsuit

resulted and the jury awarded C.C. Clark $900,000 in damages.

However, despite the offer made by DCV to purchase the pallets,

the jury verdict must be reversed.   As a matter of law, the

integration clause in the October 31 contract nullified the offer

by DCV to purchase pallets from C.C. Clark.

     This court reviews de novo a district court’s interpretation

of an unambiguous contract.   Gulf States Ins. Co. v. Alamo

Carriage Service, 22 F.3d 88, 90 (5th Cir. 1994).

     The integration clause in the October 31 contract explicitly

states that the agreement is “the complete agreement of the

parties and supersedes all previous understandings and agreement

relating to the subject matter hereof.”   The October 31 contract

details the license agreement between DCV and C.C. Clark and


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includes discussion of marketing, manufacture, and sale of the

pallets, and therefore encompasses the same subject matter as

DCV’s earlier offer to purchase pallets from C.C. Clark.    C.C.

Clark’s arguments that DCV’s October 25 offer to purchase induced

it to sign the license agreement and that C.C. Clark’s $250,000

check signaled an acceptance of the October 25 offer demonstrate

the close relationship between the October 25 letter and the

license agreement.

     Therefore, under well-settled law, the earlier offer was

extinguished by the presence of the integration clause in the

succeeding license agreement.   See Gulf Guar. Life Ins. Co. v.

Duett, 671 So.2d 1305, 1308 (Miss. 1996)(“Our familiar rule of

contract interpretation is that a clear and unambiguous contract

will be enforced as written.”); Century 21 Deep South Properties,

Ltd. v. Keys, 652 So.2d 707, 716 (Miss. 1995)(“Where the

intentions of the parties to an instrument appear clear and

unambiguous from the instrument itself, the court should look

solely to the instrument and give same effect as written.”);

Noble v. Logan-Dees Chevrolet-Buick, Inc., 293 So.2d 14, 15

(Miss. 1974)(integration clause in contract foreclosed the

possibility of another agreement).

     C.C. Clark argues that Mississippi law permits the October

25 letter to provide supplemental terms to the October 31

contract.   However, while in some cases the law does permit a



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contract to be “supplemented . . . by evidence of consistent

additional terms” not found in the final agreement, evidence of

additional terms is not allowed when “the court finds the writing

to have been intended . . . as a complete and exclusive statement

of the terms of the agreement.”       Miss. Code § 75-2-202.   The

integration clause of the October 31 contract evinces such an

intent.

     Accordingly, the judgment of the district court is REVERSED

and judgment is RENDERED for the Appellants, DCV and Marty

Ueland.

     REVERSED and RENDERED.




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