• Shuffle
    Toggle On
    Toggle Off
  • Alphabetize
    Toggle On
    Toggle Off
  • Front First
    Toggle On
    Toggle Off
  • Both Sides
    Toggle On
    Toggle Off
  • Read
    Toggle On
    Toggle Off
Reading...
Front

Card Range To Study

through

image

Play button

image

Play button

image

Progress

1/18

Click to flip

Use LEFT and RIGHT arrow keys to navigate between flashcards;

Use UP and DOWN arrow keys to flip the card;

H to show hint;

A reads text to speech;

18 Cards in this Set

  • Front
  • Back
Parol Evidence Rule
Parol Evidence - looking at the scope of the agreement. Is the written K the final agreement?
• Effect of the Rule – parol evidence rule results in barring from the fact finder’s consideration all extrinsic evidence of certain preliminary agreements that aren’t contained in the final writing, even though this evidence might persuasively establish that the preliminary agreement did in fact take place and the parties intended it to remain part of their deal despite its absence from the writing.
Partial Integration
If the written document is NOT intended by the parties to include all details of the agreement.
o Parol Evidence can add to but can’t contradict the written agreement.
Full Integration
Full Integration – the document IS intended by the parties to include all the details of their agreement
o NO Parol Evidence comes in WHATSOEVER.
• We don’t want juries to be improperly swayed by prior negotiations; we don’t want people to change their words; don’t want fraud.
merger clause
o Parties can control the admissibility of parol evidence by including a merger clause into the written K. A merger clause indicates that the writing constitutes the sole agreement b/w the parties. Such a clause conclusively establishes total integration (unless document is obviously incomplete or clause resulted from fraud).
• Merger clause isn’t totally dispositive in circumstances of unconscionability.
Judge acts as the gatekeeper!

(Parol Evidence)
Judge decides whether integration is partial or total and whether the terms add/contradict the writing.
o If judge senses that one party is trying to opportunistic and trying to interpret something unreasonably to their benefit, they will not be so accepting of the extrinsic evidence.
Williston v. Traynor/Corbin Aprroaches
o Williston (seen in Icehouse case) –Strict TEXTUALIST: Four Corners Test → Examine only the document itself. Look for a merger clause. Then look to the rest of the writing. If it is obviously incomplete, then it is only partially integrated. If it appears to be a complete expression of the rights and duties of both parties then it is total integration (unless the oral terms were such that would naturally be made as a separate agreement by a reasonable person in the position of the parties. (Williston’s test is objective (reasonable person) in nature.)
o Traynor/Corbin (Masterson v. Sine) –CONTEXTUALIST- places less emphasis on the writing itself and looks much more to the actual intent of the parties.
Williston's Four Corners Test (textualist approach)
Examine only the document itself. Look for a merger clause. Then look to the rest of the writing. If it is obviously incomplete, then it is only partially integrated. If it appears to be a complete expression of the rights and duties of both parties then it is total integration (unless the oral terms were such that would naturally be made as a separate agreement by a reasonable person in the position of the parties. (Williston’s test is objective (reasonable person) in nature.)
Ie. used in Icehouse case
*Exceptions to the Parol Evidence Rule (where parol evidence is admissible)
o Doesn’t apply to matters of interpretation
o Doesn’t apply to agreements made after the written K
o Doesn’t apply to contract defects (can always bring in evidence of fraud, duress, illegality, etc)
o Doesn’t apply to show conditions precedent
UCC §2-202 – Parol Evidence Rule
Admits a lot more evidence! Very liberal view. Only exclude evidence when you are absolutely, positively certain that if the parties agreed on it then it would’ve been in the written K. If there is any doubt, you let the evidence in.
*3-Part Test to Determine if Parol Evidence May Be Admitted (from Icehouse case)*
(1) Evidence relates to a collateral agreement (almost always satisfied)
(2) The evidence must not contradict express or implied provisions of the written K, and
(3) It must be one that the parties wouldn’t ordinarily be expected to put into writing (i.e. might be “naturally omitted”).
Parol Evidence includes
Prior oral or written agreements, terms, or conditions or contemporaneous oral or written agreements between parties. But, it does NOT include LATER negotiations!
1st questions we ask regarding parol evidence...
o 1st question: Is the written K the final agreement??
(Harder question: Is this FINAL written agreement intended to be the full integration, or full embodiment of all the terms?)
*3-Part Test to Determine if Parol Evidence May Be Admitted (from Icehouse case)*
(1) Evidence relates to a collateral agreement (almost always satisfied)
(2) The evidence must not contradict express or implied provisions of the written K, and
(3) It must be one that the parties wouldn’t ordinarily be expected to put into writing (i.e. might be “naturally omitted”).
o We ask: If this term existed, would it have naturally been included in the agreement itself?? (If it is so closely connected to the written transaction then we would most likely include it in the agreement → so its absence tells us that it’s not really part of the deal!)
Mitchell v. Lath
{*Icehouse Case* Textualist/Willistonian Approach}
o D agreed to sell their farm to P. D orally promised to remove an icehouse across the street. An agreement was written, but it didn’t contain the icehouse removal request/promise. P moved in and spent money improving the land. D refused to remove the icehouse, so P filed suit saying D failed to uphold his oral promise.
o HOLDING: Three part test to whether evidence can be admitted: (1) Evidence relates to a collateral agreement (almost always satisfied), (2) The evidence must not contradict express or implied provisions of the written K, and (3) it must be one that the parties wouldn’t ordinarily be expected to put into writing (i.e. might be “naturally omitted”).
o The K was very detailed and seems to be fully integrated, so outside oral evidence regarding the icehouse wasn’t let in.
o Even though the oral agreement (to remove the ice house) is collateral, it is something that would ordinarily have been in the writing bc it relates to the purchase. Therefore it wasn’t part of the final deal.
o DISSENT: defines the subject matter/scope of the agreement very narrowly! (So, it argues that the icehouse would not have been included in such agreement.)
NATURAL INCLUSION TEST:
If this term existed, would it have naturally been included in the agreement itself?? Or naturally Omitted? (If it is so closely connected to the written transaction then we would most likely include it in the agreement → so its absence tells us that it’s not really part of the deal!)
o Must define the scope of the final agreement → may define the scope broadly or narrowly.
2nd question we should ask, "Is there a merger clause?"
If yes, a merger clause indicates that the writing constitutes the sole agreement b/w the parties. Such a clause conclusively establishes total integration (unless document is obviously incomplete or clause resulted from fraud).
• If there’s no merger clause, then you have to look at the K to see if it appears complete. (Realistically, unless there’s some gaping hole, it’s going to look complete.)
Masterson v. Sine {Contextualist Approach}
→ Evidence of oral collateral agreements should be excluded only when the fact finder is likely to be misled!

o P contracted to sell their ranch to D reserving the option to purchase it back later. P (husband) died and his trustee in bankruptcy filed w/ wife to enforce the option. D wants to introduce evidence that option was meant to be personal to P and could be exercised by their TIB.
o HOLDING: Evidence of oral collateral agreements should be excluded only when the fact finder is likely to be misled.
o Natural Inclusion Test used here: It appearaed that the collateral agreements (over whether the option was personal to P) might naturally be made as a separate agreement, so parol evidence on the issue is allowed. This is a type of clause that the parties wouldn’t have naturally put in the written K, so written agreement was only partially integrated. Formalized nature of the deed makes it natural to omit a term from it.
Tests to Determine Integration:
• 4 Corner test (textual approach) → ie. Is there a merger clause?
• Natural Inclusion Test
• Certainty Included UCC 2-202