Defenses to Formation

Question 1

Parol Evidence Rule Under the Common Law

Answer 1

Under the common law Parol Evidence Rule, if the parties have entered into a completely integrated contract, no evidence of a prior or contemporaneous agreement can be introduced to change the terms of the written contract.

Question 2

Parol Evidence Rule Under the Uniform Commercial Code (UCC)

Answer 2

Under the UCC, the court must specifically find that the parties intended the writing to be the final agreement before extrinsic evidence will be excluded.

Additionally, the contract may be explained or supplemented by parol evidence as to course of performance, course of dealing, or usage of trade.

Question 3

Parol Evidence Rule Under the Common Law

Answer 3

Under the common law Parol Evidence Rule, if the parties have entered into a completely integrated contract, no evidence of a prior or contemporaneous agreement can be introduced to change the terms of the written contract.

Question 4

Statute of Frauds

Question 5

Adhesion Contract

Question 6

Ambiguity

Question 7

Mistake

Question 8

Illegality

Question 9

Misrepresentation

Question 10

Duress

Question 11

Fraud

Question 12

Incapacity

Question 13

Unconscionability

Question 14

Exceptions to the Parol Evidence Rule

Answer 14

1) proof of lack of formation of contract
2) proof of a condition precedent
3) a modification, or
4) naturally omitted terms which were part of a collateral agreement or supported by separate consideration