Construction - Parol Evidence Rule

Question 1

When a Parol Evidence Issue Arises

Answer 1

Typically arises when there is a written contract, but one party claims there are different or additional terms not in writing.

Question 2

Parol Evidence Rule

Answer 2

Where the parties express their agreement in writing, with the intent that it embody the full and final expression of their bargain, any other expressions, written or oral, made prior to the writing, and any oral expressions made contemporaneous with the writing, are inadmissible to vary the terms of the writing.

Question 3

Parol Evidence Approach, Step One

Answer 3

Is the writing intended as a final expression? Is it a complete or partial integration? A partially integrated writing cannot be contradicted, but it can be supplemented.

Question 4

Parol Evidence Approach, Step Two

Answer 4

Are there any prior or contemporaneous expressions that vary the terms? If they are modifications they require consideration unless the UCC applies.

Question 5

Parol Evidence Approach, Step Three

Answer 5

Are the expressions outside the scope of the rule? These include formation defects, a condition precedent, interpretation of an ambiguity, and showing of true consideration.

Question 6

Parol Evidence Approach, UCC Difference

Answer 6

Consistent additional terms are admissible unless there is a merger clause or the Court finds the parties intended the writing as a complete and exclusive statement of the terms of the agreement.