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17 Cards in this Set
- Front
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Rule: Parol Evidence Rule: |
When the parties to a K have expressed their agreement in a writing that they intend to be a total integration of their agreement, then evidence of prior or contemporaneous agreements that supplement or contradict the writing is inadmissible. If the writing is only a partial integration of the agreement, then the writing cannot be contradicted but can be supplemented by evidence of consistent additional terms. |
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What is Parol Evidence? |
Extrinsic evidence (e.g. oral or another writing any agreement outside the writing of the K) |
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What is Total Integration? |
All the terms of the K have been combined and put into one single written document. Must be both: final and complete. Once totally integrated no other evidence (oral or written) is allowed |
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What is Partial Integration? |
Rule: Partial Integration: The parties intended that the document reflect only part of their agreement |
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What is Contradictory Evidence? |
Evidence that conflicts with a term in the writing |
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What Are Consistent Additional Terms? |
A term that must not conflict with existing terms, but it also cannot be inconsistent with the rest of the K. Inconsistency:the absence of reasonable harmony in terms of the language and respective obligations of the parties. |
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Analytical Framework: Parol Evidence Rule |
Determining Integration Writing in final integration? If so, complete or partial? Admissibility of Evidence Type of evidence being introduced?Contradictory or consistent additional term? Exceptions Even if the evidence is excluded under the analysis above, does an exception allow introduction of the evidence? |
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What evidence is allowed under partial integration? |
Consistent additional term |
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What evidence is allowed under total integration? |
None |
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What evidence is allowed if there is no integration? |
Contradictory evidence AND/OR Consistent additional terms |
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How Do You Determine if a Writing is Final and Complete Integration? |
Use the modern and classic jurisdictional approaches. |
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Parol Evidence Rule: Classic Jurisdiction (Minority Rule) |
Under the restrictive view, if a writing appears to be complete and unambiguous on its face, then the terms can only be determined from the four corners of the writing and not from extrinsic evidence. The presence of a merger clause is dispositive, and an agreement with a merger clause is automatically deemed to be fully integrated in a classic jurisdiction Four Corners Test: Judge determines on the face (or four corners of the page) if the document appears to be missing terms |
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Modern Jurisdiction (Majority Rule or Corbin Rule) |
Under the modern jurisdiction, a judge may consider all of the surrounding facts and circumstances to determine whether a writing is integrated. The presence of a merger clause creates a strong presumption of integration but is not dispositive. |
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Under a modern jurisdiction, what factors does a judge look at to determine integration? |
1. The amount of detail in the writing (key terms present?) 2. The nature of the writing (formal document or bar napkin?) 3. The formalities observed in drafting and executing the agreement (Attorneys involved?) 4. Type of transaction and business practices (business customs?) 5. Relationship of parties and past dealings 6. The nature of the parol evidence (Merger clause) |
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What is a Merger Clause (integration clause)? |
A statement in the written K that explicitlystates that the writing represents the entire agreement between the parties Modern Jx: View the clause as a factor to consider, but is not dispositive Classic Jx: View the clause as dispositive |
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Parol Evidence Rule: Exceptions |
Parol evidence rule does not bar: Evidence offered to interpret an ambiguous term Subsequent agreements (oral and written) (agreements made AFTER K formation) Showing of fraud, mistake, duress, undue influence, or other voidability Collateral agreements with separate consideration (Parties to a K also agree to enter into a second related (i.e. collateral) K for a separate consideration) Oral condition precedent to the formation of a K (condition must occur before written agreement takes place) |
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UCC Parol Evidence Rule §2-202 |
Parol or Extrinsic Evidence:Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement but may be explained or supplemented (a)by course of dealing or usage of trade or by course of performance; and (b)by evidence of consistent additional terms unless the court find the writing to have been intended also as a complete and exclusive states of the terms of the agreement |
