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12 Cards in this Set

  • Front
  • Back
Parol Evidence Question 1
Is the K wrtten?
Parol Evidence Question 2
Is the K totally or partially integrated?
How do you tell whether or not the writing is a partial or totally integrated K? None are the majority.
1. The four corners test (in decline)

2. The Williston Test (integration clause)

3. Corbin Test (Subjective)
Four Corners Test
1. The judge looks at the written K and determines if it is fully integrated or not.

2. The presence of a merger clause.
The WIlliston Test
A merger clause is conclusive unless:

1. Unless the document is obviously incomplete or is the result of fraud or a mistake.

2. If there is no merger clause, look to the writing. If the writing is obviously incomplete then it's a partial integration.

3. If it's a term that the parties naturally would have agreed to, would it naturally have been a side deal or naturally included in the K?
Corbin Test
Whether the parties actually intended their K to be a complete integration. look at all of the subjective factors...parol evidence.
Esbensen (Fully Integrated K)
If a writing is intended as a complete and exclusive statement of the terms of the agreement the K is fully integrated. (Esbensen)
Hayter
When only part of the agreement is integrated parol evidence cannot be admitted to the integrated part of the K. (Hayter)

Parol evidence cannot be admitted to show intention if a K is totally integrated and unambiguous. (Hayter)

Parol evidence is always admissible to prove a meaning to which an ambiguous K is reasonably susceptible. (Hayter)
Bionghi
Parol Evidence may be introduced to prove a term is ambiguous. (Bioghi)
Hayter (Partially integrated K)
In a partially integrated K consistent terms may be introduced. (Hayter)
Esbensen
Parol evidence may not be offered to contradict the terms of a partially integrated writing. (Esbensen)

Consistent oral understanding is only barred if it would naturally been included in a partially integrated K. (Esbensen)
Overall
If a term naturally would have been in the agreement leave it out, if the term is naturally inferred bring it in.