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11 Cards in this Set
- Front
- Back
Contradictions or supplementations
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when parties to a contract have mutually agreed to incorporate a final version of their entire agreement in a writing, neither party can contradict or supplement a written agreement with extrinsic evidence of prior agreements or negotiations.
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Purpose of the rule
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to prevent parties from “squirming” out of the written word of a contract with testimony later that changes it as agreed upon
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When you cannot introduce parol evidence
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when the contract is complete and the terms unambiguous (some states) or where nothing needs to be supplemented
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Merger Clause
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some states allow for a merger clause to state that this contract IS THE FINAL AGREEMENT.
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Complete integration
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a writing that is intended to be a final and exclusive expression of the agreement of parties
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Partial integration
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a writing inteded to be final, but not complete because it deals with some but not all aspects of a transaction between the parties
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When parol evidence rule does not apply
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Agreements made after the integrated writing
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(Parol evidence allowed)
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"oral conditions precedent
evidence of fraud, duress, undue influence, incapacity, mistake or illegality evidence offered to explain meaning of agreement evidence of a “collateral” agreement" |
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prior performance (course of performance)
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"Courts will sometimes look at how an actor behaved in prior dealings with a client or buyer. "
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Legal effect of partial integration
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When the writing is intended to be final only with respect to a part of their agreement, the writing may not be contradicted, but it may be supplemented by such extrinsic evidence
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4 Corners Approach
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1. Presence of a merger clause indicates intention for agreement to be integrated
2. Permitting extrinsic evidence to determine integration is to do exactly what the parol evidence rule is designed to prevent 3. Court should presume that the writing was intended to be a complete agreement, and should admit evidence of consistent additional terms only if there is substantial evidence that the parties did not intend the writing to embody the entire agreement |