7. Parol Evidence Rule

Question 1

What is required for integration (within scope of PER)?

Answer 1

1) Writing intended as ‘final’

2) Intent;
- Complete (NO supplement/contradiction allowed) (e.g. Merger clause)
- Partial (can be supplemented by consistent additional terms, NOT contradicted)

3) BOTH parties saw agreement

Question 2

What type of agreements are not admissible for supplement/contradiction of integration?

Answer 2

Writing/Oral agreements made BEFORE integration

Oral agreements made AT TIME of integration

Question 3

What type of validity issues can be used as parol evidence?

Answer 3

Formation defects (UNLESS reformation possible)

• Duress
• Fraud
• Mistake
• Illegality

Condition precedent

Question 4

What type of collateral agreements can be used as parol evidence?

Answer 4

1) Related to subject matter
2) NOT conflict w/ integration (not related to primary purpose)

3) NOT ordinarily expected to include in integration
- Naturally omitted terms doctrine (Restatement of Contracts)

Question 5

What type of issues may be interpretated by parol evidence?

Answer 5

Ambiguity/Uncertainty (NOT plain)

Dispute over meaning (NOT plain)

Question 6

How can ‘true consideration’ be used as parol evidence?

Answer 6

To prove consideration was never given

Question 7

What type of modifications can be used as parol evidence?

Answer 7

Subsequent modifications

- PER only applies to prior/contemporaneous writings

Question 8

How may Article 2 introduce parol evidence?

Answer 8

Add consistent additional terms

• NO merger clause
• NO court conclusion as complete agreement

Explain/Contradict integration (order of most importance to least importance)

1) Express terms
2) Course of performance
3) Course of performance
4) Trade useage

Question 9

Can parol evidence ever be used to contradict terms?

Answer 9

NO