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8 Cards in this Set
- Front
- Back
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Parol Evidence |
Any evidence of prior oral or written agreements not integrated into the written contract before its execution. Any evidence of contemporaneous oral but not written agreements not integrated into written contract. |
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Parol Evidence Rule |
From Restatement: 1. To the extent parties execute a writing that is and is intended to be a final expression of their agreement, no parol evidence may be admitted to supplement, explain or contradict unambigous terms of that agreement. 2. But to the extent that the writing is not final, complete and unambigous expressions of the agreement- consistent, but not contradictory parol evidence may be admitted to supplement or explain those parts of the writing that have not been expressed. A. Not integrated B. Not fully integrated C. Meaning of writing is ambigious or vague. D. Illegality, fraud, duress etc. (Can always submit evidence for this). E.... Ground for granding or deny recession, reformation, specific performance or other remedy. Cases where this is an issue: Foundational is Thompson, Mitchill and Pacific Gas. Also Seagrams, Frigaliment and Seagrams. Bennett deals with terms. |
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Parol Evidence Tests |
1. Plain English/Plain Language/Four Corners- Thompson 2. Natural Omission- Mitchill 3. Tryanor two step (Pacific Gas) |
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Plain English |
Demonstrated in Thompson. If the written contract appears to be completely integrated, complete and final expression of parties intent, then any other evidence is barred by the parol evidence rule. |
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Natural Omission Test |
Looks primarily for same consideration for two seperate promises- one integrated and one not. Clearly laid out in Mitchill. Not a term that would be omitted because it was part of the same consideration for the house. A. The agreement must be collateral, related to the writtten agreement. B. Cannot contradict expressed or implied promises of integrated, written terms (must be consistent). C. Must not be so clearly connected with principal transaction as to be part and parcel to it. A term not ordinarily expected to be emobdied in writing- cannot be fully integrated. |
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Traynor Two Step |
in Pacific Gas- debate over what Ideminty clause met, if it covered all damages or just those done by third parties. A. Parties provisionally submit evidence that contract terms mean something other than what judge might think. Is it reasonably susceptible that this written language can have a different meaning that one of the parties claims? B. Parities then submit evidence to the fact finger which determines whose argument is stronger.
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Merger Clause |
Case: Seagrams Clause means that all representations of parties are represented in integrated contract and that it's a final manifestation of agreement in writing. Absence of one can be evidence that there were other terms- but presence of ones is strong evidence that could invalidate contemporaneous terms not written. |
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Ambigious Lanugage |
Cases: Frigaliment. Bennet. What is chicken? What does it mean to be in a car?
Court looks to the following in order to discover what term means: 1. Plain meaning (dictionary). Other incoporated documents (USDA standard for Frig.)t What is on face of contract. This k, these parties at moment of K formation. 2. Course of Performance- these parties, this k, after formation PAROL EVIDENCE RULE APPLIES HERE. 3. Negotitations- this K, these parties, before K. 4. Course of dealing- other K, these parities, before K (if they had ever contracted before). 5. Trade Usage- must be in same industry. Look to other parties. |
