Contract Content & Meaning Flashcards
Parol Evidence Rule
Under the parole evidence rule, introduction of prior or contemporaneous written or oral agreements that contradict a later writing are not allowed.
N/A to subsequent agreements
Exceptions to Parol Evidence Rule
1) correct clerical error/typo
2) establish a defense against formation
3) interpret vague/ambiguous terms
4) supplement partially integrated writing
Partially integrated writing
A partially integrated writing does not contain a complete statement of all the terms the parties agreed to.
Proud of additional terms is allowed as long as they SUPPLEMENT and not CONTRADICT the writing.
All writings under UCC Presumed to be partial unless writing is fully integrated
Fully integrated writing
A fully integrated writing represents a complete and exclusive statement of the terms. A merger clause is evidence that the writing is complete on its face.
Fully integrated writings cannot be supplemented with additional or consistent terms