dissenting.
I believe that events following the October 30, 1981 letter, and in particular, certain statements by Hershey, clearly demonstrate that the October 30 letter was not intended to constitute the fully integrated agreement of the parties, but rather only memorialized a part of their agreement. I would therefore admit parol evidence and permit Chapek to prove Hershey’s liability to it under “Option One.”
The primary basis for this conclusion is that, when Pingitore and Chapek met in December 1983 to discuss Chapek's request that Hershey begin making the commission payments called for in Option One, Pingitore offered several compensation options in lieu of the 15% commission. (Appendix at 279 et seq.).1 In my view, this offer evidences Hershey’s understanding that it had entered into an ongoing consulting agreement with Chapek pursuant to Option One, and that it owed Chapek more than the fixed-sum payments set forth in Option One.
Second, the evidence is undisputed that Chapek performed services at Hershey’s behest, including the Nestle investigation and the arrangement of the Knudsen Dairy meeting, for which Chapek was not paid. That Hershey requested Chapek to perform services outside the scope of the three specific assignments set forth under Option One provides evidence of the existence of a broader consulting agreement. It seems doubtful to me that Chapek would have performed these services gratuitously; rather it seems more reasonable to believe that it did so as part of an on-going consulting engagement, such as Option One embodies.
Additionally, Chapek specifically referred to Option One in the summary “Introduction” to the second assignment performed *1001for Hershey — the “50-Metro” study. Conspicuously set out in the first paragraph of this report and read aloud to Mr. Pingitore was the following statement:
The chocolate milk project at Hershey began with the submission of a concept proposal by Ralph Chapek, Inc., to Hershey Foods in August, 1981. Hershey accepted Chapek’s Option One listed in the Proposal and work on the industry study listed in Option One was initiated in December, 1981.
(Appendix at 106; emphasis supplied.) This subsequent reference to Option One in the second study undertaken by Chapek and accepted by Hershey, which Hershey did not deny, is an arguable admission by Hershey that the parties proceeded pursuant to Option One, estopping Hershey from denying the existence of the “Commission Based” agreement.2
Moreover, in terms of the quantum meruit claim, Hershey’s offer to discuss alternatives to the 15% commission constitutes an admission and demonstrates Hershey’s recognition that Chapek had in fact performed extensive research and marketing services for which it had not been compensated. Pingitore’s words and acts thus indicate both his own understanding of the nature and extent of Chapek’s effort, and of the value of those services.
In view of the foregoing, I believe that evidence that Hershey accepted Option One of the Licensing Proposal is not offered to “vary or contradict” Chapek’s October 30, 1981 letter, but rather to establish the existence of a broader consulting agreement between Hershey and Chapek. I believe that the evidence raises a serious question whether the October 30th letter constituted an integrated agreement. And I believe that, considering all the admissible evidence, there is a genuine issue of material fact as to whether the parties in fact agreed to Option One.
I intimate no view as to the likelihood of Chapek’s success in proving what seems to be, for Chapek, an extraordinarily generous arrangement. On the other hand, Chapek appears to be a marketing “whiz” and it seems to have been Chapek that awoke the colossus of the chocolate world to the possibilities of marketing fresh milk products under its magic name. I would let a jury decide what the arrangement was. I respectfully dissent.3
. A question arose at oral argument as to whether there was admissible evidence of Hershey's declarations. However, depositions reproduced in the post-argument submission of supplemental appendix materials make it clear that there is no such problem. See Post-Argument Submission of Supplemental Appendix Materials, and 283, 284, 300 (deposition testimony of Ralph Chapek relating statements of Anthony Pingitore, Hershey’s Director of New Products). These depositions were before the district court in connection with the motion for summary judgment.
. Thereafter, in a proposal sent to Hershey concerning baked sweet goods Chapek reiterated its understanding that the parties were proceeding pursuant to Option One.
. I do not find the case of Dunn v. Orloff, 420 Pa. 492, 499-501, 218 A.2d 314, 318-19 (1966), relied on by the majority, majority op. at 998 n. 9, apposite. The Dunn court recognized that "parol evidence is admissible to explain and supplement a written agreement where such evidence clearly shows that the writing in question was not intended to and did not properly state the entire agreement between the parties.” Id. at 496, 218 A.2d at 316 (emphasis in original). In Dunn the court rejected the proffered admissions because the evidence consisted entirely of interested witnesses’ statements. In contrast, the record before the district court here included far more extensive evidence of admissions by Hershey that the agreement was not integrated.