OPINION
This case arose out of the termination of a longstanding agreement between Watkins, the plaintiff below, and lams, the defendant, under which Watkins distributed Iams’s products in Michigan. In summary, Watkins alleges that lams made parol representations to Watkins that if it became an exclusive lams distributor, lams would make it the exclusive lams distributor in a territory in Michigan when lams moved to an exclusive territory distribution system. Watkins alleges that it relied on those representаtions to its detriment, but that lams terminated its distributorship agreement and gave an exclusive contract to a competing distributor. The district court dismissed Watkins’s claim under the Michigan Franchise Investment Law pursuant to Fed.R.Civ.P. 12(b)(6) and granted summary judgment on its claims under the Clayton Act, the Robinson Pat-man Act, and the Sherman Act, and on its common law claims. 1 We affirm the judgment.
1. Facts
lams is in the business of manufacturing and selling pet foods. For many years, Watkins was a non-exclusive distributor of lams products in Michigan. In 1986 or 1987, lams began to require Watkins (as well as its other distributors) to sign yearly written distributorship agreements. Until 1987, Watkins was the sole distributor of lams products in Michigan, but in 1987, Wolverton, Inc. also began selling lams products in the state. 2
In 1989, lams began offering its distributors a 2% discount on its products in return for a commitment from the distributors to sell lams products exclusively. The discount was significant, given the low profit margins customary in the business. Watkins alleges that in 1990, lams promised it that if it became an еxclusive lams distributor, lams would grant it an exclusive sales territory in Michigan when lams changed to a distribution system of exclusive territories. Watkins claims that it became an exclusive distributor in rebanee on this promise. It entered into an exclusivity agreement in July 1990 and annually thereafter through 1993. Nevertheless, lams notified Watkins in September, 1993, that it would not renew its distributorship contract, and the contract expired, in accordance with its terms, on January 31, 1994. lams subsеquently entered into an exclusive distribution contract in Michigan with Wolverton.
The contract of January 31, 1993 between lams and Watkins contains the following provisions:
*610 Notwithstanding the appointment herein the Company [lams] reserves the right for itself to sell Products within the Territory. In addition, the Company may appoint any other distributor to sell Products within the Territory. (§ 2.1). This Agreement shall be effective on February 1, 1993, and shall automatically expire, without any further action by either party required, on January 31, 1994 unless earlier terminated as set forth in Section 4.2 or 4.3 or otherwise in accordance with the provisions of this Agreement. This Agreement may be renewed thereafter on terms mutually agreeable to the parties only in a writing signed by the parties hereto.... (§ 4.1). The distributor [Watkins] shall: ... (c) maintain in stock at all times an inventory of products in such quantities as in the Company’s opinion, after consultation and review with the Distributor, either directly or through the Company’s representative, are needed to meet sales requirements for the Territory. (§ 5.1).
With the exception of Schedule I, which may be unilaterally amended by the Company as provided in this Agreement ... and except as otherwise provided in this Agreement, no change, modification or amendment of any provision of this Agreement will be binding unless made in writing and signed by the parties hereto. (§ 11).
This Agreement shall be governed by the laws of the Statе of Ohio (exclusive of its rules on conflict of laws) and the United States of America. (§ 13).
THIS AGREEMENT TOGETHER WITH THE COMPANY’S STANDARD TERMS AND CONDITIONS OF SALE REPRESENT THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR, EXISTING, AND CONTEMPORANEOUS AGREEMENTS, WHETHER WRITTEN OR ORAL, BETWEEN THE PARTIES HERETO RELATING TO THE DISTRIBUTION OR SALE OF THE COMPANY’S PRODUCTS. ALL SUCH OTHER AGREEMENTS ARE HEREBY TERMINATED, AND EACH PARTY HEREBY RELEASES THE OTHER FROM ANY AND ALL CLAIMS ARISING AS A RESULT OF OR IN ANY WAY RELATING TO THE RELATIONSHIP BETWEEN THE COMPANY AND THE DISTRIBUTOR UNDER SUCH OTHER AGREEMENTS OR AS A RESULT OF SUCH TERMINATION, WITH THE EXCEPTION OF CLAIMS BY THE COMPANY FOR MONEY DUE FOR GOODS AND SERVICES SOLD TO THE DISTRIBUTOR. THE UNDERSIGNED INDIVIDUALS ON BEHALF OF THE COMPANY AND THE DISTRIBUTOR, AS THE CASE MAY BE, HEREBY AFFIRM THAT THEY HAVE CAREFULLY READ THIS AGREEMENT AND FULLY UNDERSTAND THE TERMS CONTAINED IN THE AGREEMENT. (§ 16).
2. Discussion
A. Choice of Law
The parties agree that Ohio law governs the claims for promissory estoppel and breach of the implied duty of good faith and fair dealing. Watkins argues that Michigan law governs its fraud claim and that the public policy of Michigan preserves its statutory claim under the Michigan Franchise Investment Law (MFIL) despite the choice of law provision in the contract. lams argues that the district court properly applied Ohio law to the fraud claim and that because the parties chose Ohio law to govern their agreement, *611 Watkins cannot prevail on its Michigan statutory claim.
We review choice of law rulings
de novo. Northland Ins. Co. v. Guardsman Prods., Inc.,
Under Michigan law, a tort claim is governed by the law of the forum unless a “rational reason” exists to displаce it.
Olmstead v. Anderson,
B. Applicability of the Uniform Commercial Code
The case appears to have been argued on the assumption that the contract is a contract for the sale of goods within thе scope of Article 2 of the Uniform Commercial Code. We agree with the assumption. Whether the contract is a sales contract is of some importance in this case, because the parol evidence rule governing commercial contracts, codified at Ohio Rev. Code § 1302.05, differs from the common law rule, and because the significance of Watkins’s allegations that lams made parol representations after execution of the written contract depends on the application of Ohio Rev. Code § 1302.12(B), a U.C.C. provision in derogation of the common law that governs oral modification or recission of written commercial contracts.
While we have on occasion discussed the classification of a distributorship agreement as a sales contract when deciding cases not governed by Ohio law,
see, e.g., AB Prods, v. Dampney Co., Inc.,
No. 89-1871, 1990 U.S.App. LEXIS 12465, at *6,
C. Watkins’s Claims Of Fraud and Promissory Estoppel
The district court granted Iams’s motion for summary judgment on Watkins’s claims of fraud and promissory es-toppel. We review summary judgments
de novo. Peck v. Bridgeport Machs., Inc.,
Reasonable reliance is an element of both promissory estоppel and fraud.
See Nilavar v. Osborn,
In this case, the reasonableness of Watkins’s reliance depends upon the effect of the integration clause. When a written contract is the final and complete statement of the рarties’ agreement — when, that is, it is a complete integration — the parol evidence rule prohibits the parties from introducing extrinsic evidence of the terms of their agreement.
4
The rule is not a rule of evidence, but of substantive contract law. In other words, the parol evidence rule does not operate to prohibit proof of terms of the agreement; instead, it provides that parol terms are not terms of the agreement at all.
Galmish v. Cicchini,
*613
We find that the written agreement at issue here was a complete integration. Under Ohio law, the court determines whether a sales contract is completely integrated by considering the “four corners of the document” and evidence extrinsic to the writing.
Cincinnati Bell, Inc. v. Anixter Bros., Inc.,
Watkins’s argument is without merit. It is clear from the text of the renewal clause that the parties meant to make a final agreement and to leave the terms of a future agreement for later negotiation. This conclusion is made even clearer when one considers the integration clause. As we note in our discussion of Watkins’s claim for breach of the duty of good faith, infra, clauses such as the renewal clause in this contract may sometimes create a duty to negotiate the renewal in good faith. But a clause leaving open the possibility of a future agreement affects neither the completeness nor the finality of the present agreement.
Since the written agreement between Watkins and lams is a complete integration, the parol evidence rule applies. There are, however, exceptions to the rule. The exception on which Watkins most heavily relies is the rule that evidence of fraud in the inducement is not barred by the parol evidence rule.
Coal Resources, Inc. v. Gulf & Western Indus., Inc.,
[T]he parol evidence rule does apply to ... promissory fraud if the evidence in question is offered to show a promise which contradicts an integrated written agreement. Unless the false promise is either independent of or consistent with the written instrument, evidence thereof is inadmissible.
Galmish, supra
at 30,
Watkins’s argument that lams continued to make fraudulent representations after the execution of the agreement avoids the parol evidence rule, which relates only to prior representations. But because the contract is for the sale of goods that provides that modifications must be in writing, Watkins’s argument runs up against Ohio Rev.Codе § 1302.12(B), which provides: “A signed agreement which excludes modification or *614 rescission except by a signed writing cannot be otherwise modified or rescinded.”
Finally, Watkins’s argument that Iams’s representations are not within the scope of the statutory U.C.C. parol evidence rule is without merit. The statute allows proof of course of dealing, course of performance, or usage of trade to “explain” or “supplement” the written agrеement. But Watkins’s evidence — evidence of parol promises of an exclusive territory and of renewal — does not explain or supplement the agreement; it contradicts the agreement. As noted above, the written contract explicitly permits lams to “appoint any other distributor to sell Products within the Territory,” and it explicitly provides for expiration of the contract on January 31, 1994, leaving renewal to future agrеement of the parties.
For the foregoing reasons, we find that Watkins’s reliance on Iams’s representations was unreasonable as a matter of law, and therefore, that the district court properly granted summary judgment on Watkins’s claims for fraud and promissory es-toppel.
D. Watkins’s Claim Under the MFIL
The district court dismissed Watkins’s claim under the Michigan Franchise Investment Law, Mich. Comp. Laws § 445.1501
et seq.,
for failure to state a claim upon which relief can be granted. We review dismissals for failure to state a claim
de novo. Gao v. Jenifer,
The parties devoted their arguments at trial and on appeal to two questions: (1) whether Watkins could show that its distributorship was a franchise within the scope of the MFIL; and (2) whether the choice of law provision in the written contract deprived Watkins of a remedy under the Michigan statute. We need answer neither of these questions. In
Cook v. Little Caesar Enters., Inc.,
E. Watkins’s Claim Of Breach of the Duty of Good Faith
The district court granted summary judgment on Watkins’s claim for breach of the implied duty of good faith and fair dealing. As noted above, we review summary judgments de novo.
Because thе contract between Watkins and lams is governed by the U.C.C., Ohio
*615
law imposes a duty of good faith in its performance. Ohio Rev.Code § 1301.09. The question is whether the renewal provision in the contract implies a duty to negotiate for a renewal in good faith in light of the contract’s expiration provision. Few cases discuss the duty to negotiate the extension of a franchise in good faith. In
Vylene Enters., Inc. v. Naugles, Inc. (In re Vylene Enters., Inc.),
although the terms of the renewal provision did not give Vylene a guaranteed right to renew on a determinable basis, the provision obligated Naugles to negotiate in good faith concerning the terms and conditions of a renewal.
Id.
at 1476. But in
Vylene,
the franchisee had an еxplicit right to renewal. The holding of
Vylene
is justified by the rule that a preliminary agreement may be binding when there is an overall agreement to enter into a binding contract.
See United Magazine Co. v. Prudential Ins. Co.,
Also, it appears from the face of the contract that none of the terms of the proposed renewal had been agreed upon. As Farnsworth writes:
In practice ... parties do not usually make agreements to negotiate until the negotiations are well advanced ... There will, of course, be occasional cases in which an agreement to negotiate will have been made'at suсh an early stage of negotiations that a court could properly refuse to enforce it.
E. Allan Farnsworth,
Precontractual Liability and Preliminary Agreements: Fair Dealing and Failed Negotiation,
87 Colum. L. Rev. 217, 268 (1987). Where, as here, the plaintiff can show no promise to make a deal on which it reasonably could have relied, the court will not allow recovery.
See id.
at 237 n. 73 (citing
Reprosystem B.V. v. SCM Corp.,
Watkins cites several cases for the proposition that Ohio common law “does not permit a party to terminate [a contract] in ‘bad faith.’ ” (Br. at 51). But these cases involve unilateral
termination
by one party, rather than
expiration
of the contract in accordance with its explicit terms.
E.g., Randolph v. New England Mut. Life Ins. Co.,
F. Watkins’s Claim Under the Clayton Act
The district court granted summary judgment in favor of lams on Watkins’s claim that lams violated § 3 of the Clayton Act, 15 U.S.C. § 14. We affirm.
Assuming
arguendo
that lams violated the Clayton Act by offering Watkins a 2% price discount in return for Watkins’s agreement to sell lams products exclusively, Watkins’s claim must fail. “The Sixth Circuit, it is fair to say, has been reasonably aggressive in using the antitrust injury doctrine to bar recovery where the asserted injury, although linked to an alleged violation of the antitrust laws, flows directly from conduct that is not itself an antitrust violation.”
Valley Prods. Co. v. Landmark,
To the extent Watkins is claiming that it suffered an injury as a result of termination of its distributorship, we find, as did the district court, that while a contract or tort claim might lie, an antitrust claim does not, because the injury to Watkins flоws from the termination; the antitrust violation was not a necessary predicate of the injury. See Valley Prods., supra at 404. To the extent Watkins is claiming that it is now suffering as a result of the arrangement whereby lams grants Wol-verton exclusive territories and a discount in return for an agreement to sell lams products exclusively, we agree with Professor Areeda’s observation:
A defendant manufacturer’s distribution restraints do not generally injure rival manufacturers or their dealers, аnd the loss of business that might occur is not antitrust injury.
... [DJiminished competition for territories or customers among defendant’s dealers benefits, rather than harms, sellers of rival brands. Reduced rivalry among dealers in the defendant’s brand allows rival sellers to maintain volume and profit without lowering prices or to expand their sales by undercutting the defendant’s fixed prices.
Such intrabrand restraints can enable the restrained dealers to promote the defendant’s brand more aggressively and to provide services desired by consumers. Such marketing and services might expand sales of the defendant’s brand at the expense of rival brands. The profit lost by sellers of rival brands as a result of enhanced interbrand competition is not antitrust injury, however, for it is inconsistent with the rationale for condemning a distribution restraint. Such restraints can violate the antitrust laws because they might injure purchasers of the defendant’s brand, not because they might intensify interbrand competition. Enhanced intеrbrand competition is a virtue, not a vice, of an illegal distribution restraint.
Phillip E. Areeda et al., 2 Antitrust Law ¶ 382d.
3. Conclusion
For the foregoing reasons, we affirm the judgment of the district court in all respects.
Notes
. Watkins does not appeal from the summary judgment on its claims for breach of contract or tortious interference, or its claims under the Robinson Patman Act or the Sherman Act. Therefore, these claims are not before us.
Enertech Elec. v. Mahoning County Comm’rs,
. Wolverton was a defendant below. We granted a motion dismissing Iams’s appeal as to Wolverton.
. Our holding regarding Kansas law is doubtful.
See L&M Enters., Inc. v. BEI Sensors & Sys. Co.,
. There are exceptions to the parol evidence rule; the relevant exceptions are discussed infra.
. See Watkins Dep. at 246-279 passim, J.A. at 957 962.